


Fighting Entropy

by WestOrEast



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Anal Sex, Emotional Sex, F/F, Futa, Hair-pulling, More tags to come with later chapters, Soul Gem Play, Spanking, Tit job, blowjob, body modication, bossy bondage bottom, emotionless sex, magical girl
Language: English
Status: Completed
Published: 2017-03-25
Updated: 2017-06-14
Packaged: 2018-10-10 08:37:26
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 19,900
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10433733
Author URL: https://archiveofourown.org/users/WestOrEast/pseuds/WestOrEast
Summary: Madoka wants to be a magical girl just like her friends. When Kyuubey comes to her with a proposal to be a new kind of magical girl, who can help her friends out more than she ever could fighting, Madoka barely even hesitates.





	1. Chapter 1

Madoka stared down at Kyuubey, who was sitting upright on her desk, tail twitching back and forth in a perfect rhythm.

 

“You want me to become a magical girl? But, they’re so powerful and decisive, and I’m _me_.”

 

“Any girl with enough karmic potential can become a magical girl, Madoka Kaname,” it said, in a high-pitched, cherry voice. “And in exchange, I’ll give you a wish.”  


There were a million questions and doubts chasing themselves inside Madoka’s head. She settled for one of them.

 

“A wish for what?”  
  
“Anything you can think of. Why, with your potential, there are barely any limits on what you could achieve!” Kyuubey’s voice hadn’t changed once in the entire conversation; no tone or inflection, just the same happy, excited tone.

 

Madoka sat back in confusion. How could someone so worthless and average like her have so much power? She wasn’t anything like the magical girls she and Sayaka had met in the past few days. The elegant and refined Mami, the mysterious and beautiful Homura, or the energetic and combative Kyouko.

 

“And then what? Even with magic, how could I fight witches?”

 

“A magical girl’s duty is to fight witches, Madoka! However, there are a few exceptions, and with your power, I’m sure you’ll prove to be one of them.”

 

Madoka wrung her hands together as she thought. Fighting evil was important, but was she strong enough to do it? And then there was the wish Kyuubey had talked about. What would she wish for? She could hear Sayaka saying that fighting evil was worth wishing for, but if she was going to be doing that _anyways_ , then she should wish for something else.

 

“I, I need some time to think about this. Is that all right?”

 

Kyuubey’s tail swished behind it as it answered.

 

“Of course, Madoka Kaname! I’ll be back this time tomorrow. And if you have other questions, ask your friend Sayaka. She contracted with me this afternoon. She said she’ll be joining Mami Tomoe and Kyouko Sakura.”

 

Madoka sat, staring ahead as Kyuubey walked out of her line of sight. A few seconds later, she shook her head and looked around for it, but it was no longer in the room, even though she hadn’t heard the door open, and she had been looking at the window.

 

Sayaka was already a magical girl? What had she wished for? Even as Madoka thought that, the answer came to her. Kyouske, it had to be. Sayaka had spent so much time at the hospital with him, bringing him music, and treats, and gossip… Yes, Madoka was sure that Sayaka had wished for her friend. And shouldn’t she do the same?

 

***The Next Night***

 

Madoka paced back and forth, watching the clock tick closer to the time Kyuubey had said it would be back. The thought of it had been weighing on her mind all day. Sayaka had pulled _her_ aside during school, before Madoka could even broach the subject. Sayaka was so proud of what she’d done, and all the people she could save now. Her exuberance had sorely tempted Madoka into making a wish. Also, the thought of having an excuse to spend time with Homura had also factored into her thoughts, getting the aloof, coldly beautiful girl to tutor her… Madoka’s face turned as pink as her hair as she thought about it.

 

“Hello, Madoka Kaname.” Kyuubey strolled into view in front of her. It looked unchanged from the night before. “Have you made your decision? Will you let yourself shine in the fight against despair?”

 

Madoka swallowed. This was it. The moment of truth. Would she be strong enough to help her friends? Or would she continue to be a useless waste of space? There was only one answer.

 

“Yes. Yes, I’ll become a magical girl.”

 

Kyuubey cocked its head to one side.

 

“Excellent. And with what wish will your soul gem shine?”

 

There were a dozen wishes she had thought of, from the practical to the selfish to the grandiose. But she’d finally settled on one.  Madoka took a deep breath, and committed herself.

 

*******

 

Madoka slowly came back to her body. There had been a blaze of light, pain, and then… already the memory of it was slipping from her mind. She’d fallen to the floor, her body pressed against the soft carpet and an unfortunate stuffed deer.

 

Shaking her head, she climbed to her feet. Kyuubey was still sitting on her desk, staring at her. Looking herself over, Madoka didn’t see much that had changed. Except- there was a ring on her finger, like the ones Sayaka and Mami had shown her. And there was a star mark on her fingernail, like one of the fake-tattoo stickers she’d had as a kid.

 

Focusing, Madoka held out her palm like she’d seen the magical- the _other_ magical girls do. In a flurry of lights, her soul gem appeared in her hand. It glowed with a pink light, and there was a small teardrop on top of it. It was the most beautiful thing Madoka had ever seen.

 

Entranced by its glow, it took a minute for Madoka to realize that Kyuubey was talking to her. She started, and stared at it.

 

“What? I’m sorry, what did you say?”

 

“I said, are you ready for your duties as a magical girl?”

 

The thought of fighting, and maybe dying, scared Madoka, but that was what she had to do.

 

“Yes. Yes, I’m ready,” She paused. “How do I fight?”

 

“Your potential is so huge, there’s an alternative to fighting witches for you. Transform and I’ll explain.”

 

Madoka wrapped her hand around her soul gem and closed her eyes. Somehow, she instinctively knew what to do. Calling on the power inside her, she felt a tingle rush over her. Opening her eyes, she looked at herself in the mirror.

 

Her pink and white outfit looked just as beautiful as she’d thought. The dress looked like something out of a show, and the bow fit in her hand like it had always been there. Down… there, she felt funny, though.

 

Turning away from Kyuubey, Madoka lifted her skirt. There was a bulge in her panties (changed to match her dress, she noticed). Pulling them down, she saw a large, soft… penis. She knew what they looked like, from how often Tatsuya had escaped bath time and run naked through the house. There just wasn’t supposed to be one on her.

 

Madoka grabbed it and winced. It was sensitive, too sensitive to handle like that. Letting her skirt drop back down, she spun around to Kyuubey.

 

“What is this? Do all magical girls have this? Why did you give it to me?”

 

“As I said, your potential is so huge, it would be a waste to have you fight witches. Instead, I want you to interact with other magical girls, and produce more energy. I was thinking you may wish to start with Homura Akemi.”

 

Some discreetly perused doujins had given Madoka a good idea what Kyuubey meant by _interact_ , even with her new, strange addition. She knew she should feel outraged about it, but as time went on, it started to seem more and more normal.

 

“You mean, have sex with her?” Madoka blushed as she said the word.

 

“Yes,” Kyuubey said in its eternally chipper tone. “It would be preferable if you had sex with other magical girls as well, but since you are obviously attracted to Homura Akemi, she would be the logical starting point.”  
  
The color of Madoka’s blush had stopped resembling her hair, and was approaching Kyouko’s vibrant red instead. Her face was on fire as she imagined herself with her new friends. Mami and Kyouko and Homura and Sayaka… Admittedly, the last one had already happened during a sleepover, but they hadn’t even gone underneath each other’s pajamas then.

 

“Not only will you produce energy, sexual activity will also cleanse soul gems, to an extent!”

 

“Huh? You mean my friends won’t have to fight witches to keep their soul gems pure?”

 

“Yes! So you see, it’s your duty to have sexual activities with other magical girls.”

 

Madoka wasn’t sure the logic behind that checked out, but it was too late to back out now. Also, there was the thought of getting to… spend time with… the beautiful women who made up the magical girls of Mitakihara City. Detransforming, she stepped out her house, heading through the gathering dusk to Homura’s apartment building.

 

Madoka stood outside the door to Homura’s apartment, gathering her courage. The second she knocked, the door opened. Homura was on the other side, her usual expressionless look firmly in place. She didn’t say anything, but did step back, allowing Madoka to come inside.

 

Homura had… eclectic taste in décor. Furniture and screens hanging in a blinding white void while giant gears ground endlessly overhead. It was hard on the eyes, not that Madoka needed an excuse to look at Homura instead.

 

The other magical girl was also in her uniform, the diamond patterned tights, boot, boots _and_ tights drawing attention to her long legs. Madoka swallowed nervously, not able to meet Homura’s flat gaze.

 

“Why are you here?” Homura’s flat tone was just as lifeless as Kyuubey’s chipper voice.

 

Madoka transformed, her school uniform winking away, replaced by her magical girl outfit. She didn’t see the look that passed over Homura’s face as she did so.

 

“Miss Akemi! I've become a magical girl just like you! We're gonna work together from now on!”

 

Homura stared at her. Her eyes narrowed, but Madoka couldn’t tell with what emotion. Pressing on, she summoned her soul gem in her hand. For a second time, energy caressed her skin as she transformed. Now for the big step.

 

“But I’m not quite like you. See?” She pulled up her dress as she spoke.

 

Homura couldn’t look away from what Madoka had revealed. Under the black-haired girl’s gaze, Madoka was slowly growing hard. Her penis was threatening to slip out of her panties as it grew larger. Hidden inside her gloves, Madoka’s knuckles were white as she squeezed the hem of her dress. This was so _embarrassing!_ She thought, even as she grew more and more aroused.

 

“M-Madoka,” Homura whispered. There was a deepening blush on her face as she stared. Her hands twitched at her side.

 

“Kyuubey says I can help you with this.” In fact, Kyuubey had appeared behind Homura, sitting upright on a couch, watching them.

 

“Help me…” Homura’s lips were slightly parted, and she swallowed convulsively before closing them. Madoka was getting a tiny, guilty thrill out of seeing a crack in Homura’s emotionless shell.

 

“Yes! I can purify your soul gem, Homura! You don’t have to fight witches anymore.”

 

Homura looked unsure, fidgeting and not looking directly at Madoka. The smaller girl stepped forward, wrapping Homura in a hug.

 

“Everything will be all right, Homura. You believe me, right?”

 

Homura jerked her head up and down in a nod, and gingerly put her arms around Madoka. She stopped there, unsure of what to do. Taking the initiative, Madoka stood on her tiptoes and leaned into a kiss. Homura didn’t pull back, but she didn’t reciprocate either.

 

Madoka pulled back and looked at the tall girl. Her eyes were watering and her shoulders were shaking.

 

“Homura?”

 

“M-Madoka…”

 

The black-haired girl pulled Madoka back into her embrace, and buried her head into Madoka’s shoulder. She felt a wetness form there. Unsure of what to do, she wrapped her arms around Homura. They stood there for a long minute before Homura raised her head. Tears were streaming down her cheeks.

 

Seeing her like this, a new kind of love welled up in Madoka’s breast. Not the sexual love, that was spurred by her long hair or perfect legs; a love that was based on finally seeing something past the shell Homura put up. Madoka pressed her lips against one tear-stained cheek. The taste of salt was on her tongue. Kissing first one cheek, then the other, she didn’t stop until Homura stopped shaking.

 

“Are you okay, Homura?”

 

Homura stepped out of Madoka’s hug. She seemed to blur for an instant, and then her tears were gone. Her eyes were still red, but once again she looked like the Homura Akemi Madoka had grown used to.

 

“Yes, Madoka, I am. Now, do you want to explain how you can purify my soul gem, or is it as obvious as it looks?”

 

Madoka nodded embarrassedly. She really didn’t want to have to describe what would happen to someone. She was barely even to think about such things in the privacy of her own head.

 

Homura stared at her for a long moment before turning on her heel.

 

“Follow me.”

 

A door was set in one wall, as sterile and white as the rest of the room. Madoka didn’t even know it was there until she was standing in front of it. On the other side, was a small bedroom. It was in black as absolute as the white of the main room. There was a single narrow bed, a small dresser, and not much else. It was even more depressing then the hospital room Sayaka’s crush Kyouske was in.

 

Sitting on the bed, Homura stared at Madoka. She ran a hand through her hair, the long strands flowing through her fingers like silk. Madoka’s breath caught in her throat.

 

“Well?”

 

Prompted by that, Madoka stumbled forward. It was too embarrassing to undress herself, even if they were having sex. Madoka sat in Homura’s lap, putting her head at the same level as the taller girl. She felt so warm and tingly. Her penis was hard, tenting her skirt as she pressed herself against Homura.

 

Madoka gasped as Homura pressed her hand against her crotch. Contact with another human, even through several layers of cloth, felt so good. She hugged Homura again, though this time her hands went down lower than before.

 

Homura ran her palm up and down, frowning. Shaking her head, she looked at Madoka.

 

“This is no good. You need to take your dress off for this to work.”

 

Madoka turned an even deeper red, but didn’t resist as Homura fiddled with the fastenings on her dress. Raising her arms, she let Homura slid the dress up over her head, leaving her in her underwear and stockings. Madoka clutched one arm, staring down at her legs.

 

She jumped as Homura put her hands on her hips. Tugging her closer, Homura kissed her. Madoka’s cock was trapped in between their bodies, warm and pulsing. She shivered as it pressed against the cool, soft fabric of Homura’s raiment.

 

Madoka stared in astonishment as a knife appeared in Homura’s hand. With one sure, smooth motion, she made a cut down across the crotch of her tights. The knife disappeared somewhere, and Homura pulled the cut in her clothing apart. Madoka gulped as she saw Homura’s private place.

 

Her penis was aching as she looked down at Homura’s crotch. Homura was totally bald down there, giving Madoka a perfect view of her pussy. It looked so tempting and inviting, Madoka had to stop herself from drooling. Her cock had hardy been touched yet, but there was already a bead of pre-cum forming on its head.

 

Homura fell backwards onto the bed, pulling Madoka with her. The smaller girl was almost hyperventilating now, lying on top of Homura. And this new position meant her crotch was in between Homura’s legs, a perfect invitation. She jerked her hips forward, her cock sliding against Homura’s bare skin.

 

“ _Please_ , Homura, I need it. I need to…” she trailed off, completely unable to admit what she wanted.

 

Homura reached down, grasping Madoka’s length in one hand. She slowly stroked it one, two, three times. On the third, Madoka threw her head back and cried out. She came onto Homura’s uniform, covering the lower half of her shirt with her seed. Homura gasped, looking at the sticky substance covering her, and slowly sliding down her sides.

 

And yet, Madoka didn’t grow soft. Instead, she stayed just as hard as before in Homura’s grasp. As her panting slowed, she looked back down at Homura. Homura was staring at the cum on her, one hand halfway extended.

 

Shaking her head, Homura laughed. It was a sound Madoka had never expected to hear from her.  Squeezing down a bit on Madoka, Homura looked at her.

 

“Let’s try this again. This time, try to get inside me first.”

 

Homura gently guided Madoka’s dick towards her pussy. Stopping just as her head pressed against Homura’s lower lips, she withdrew her hand. Looking Madoka in the eye, she nodded. Madoka closed her eyes and pushed forward.

 

Both girls moaned as Madoka entered Homura. For Madoka, it was the warm, wet, tight walls wrapping around her new addition. For Homura, it was the feeling of her walls slowly being spread open as Madoka slid deeper and deeper inside her.

 

“Can I see… see them?” Even buried inside Homura, Madoka was still too embarrassed to actually say the words. Homura understood what she was asking though, and grabbed the bottom of her blouse with both hands. Pulling it off, she tossed it towards a corner of the room.

 

Homura’s breasts were hidden by a black, diamond patterned bra. Hidden from Madoka’s eyes, not her fingers. She slid her hands up Homura’s stomach and underneath her bra. Homura’s breasts were small, not much bigger than Madoka’s own, but there was something unbelievably exciting about touching them. Two hard nipples pressed against her palms as she squeezed and massaged them.

 

It was an effort for Madoka to get herself to pull out slightly of Homura. But the feeling of sliding back inside her was so worth it. Madoka had never dreamed something could feel so good, and she said as much, babbling half-completed sentences about it, and Homura, and how much she loved both, as she slid in and out of the other magical girl.

 

A smile was slowly growing on Homura’s face as Madoka fucked her, and there was a wild light in her eyes. Her arms and legs were wrapped around Madoka’s back, keeping her close to the other girl. She was hugging Madoka so tightly, in fact, that Madoka barely had the room needed to play with Homura’s breasts. She settled for kissing Homura, who accepted with needy desperation.

 

Homura’s skin was warm against Madoka as they kissed and explored each other, all while Madoka fucked Homura. Suddenly, Homura flipped Madoka over, so she was on top, looking down at Madoka. Leaning up, she rested her hands on either side of Madoka’s head. Homura moved her hips up and down, up and down, impaling herself on Madoka with every thrust, going even deeper than before.

 

Over the long years, Homura had often dreamed about being with Madoka, but never like this, and she’d never expected it to actually happen. But it was, and it was beyond her wildest dreams. Feeling Madoka’s hands on her skin, and her new addition inside her, was like heaven.

 

Homura felt as if there was a fire inside her, being stoked higher and hotter with every thrust and every caress.  She would never have thought she could become so aroused, but she was streaming arousal. Her breaths were coming in short, quick gasps, as where Madoka’s.

 

Madoka was enjoying it too. Her new length felt divine, buried inside Homura. And Homura’s breasts felt so soft beneath her hands. Having Homura looking down at her also felt good, letting her friend take charge and control how it went. She was squirming underneath Homura, her hands clutching at Homura’s arms, the bedsheets, Homura’s hips, her own breasts, anything and everything. Her penis felt like it was going to erupt, as it twitched and pulsed inside Homura.

 

“Homura, I’m-!”

 

This time, Madoka came inside Homura’s pussy. Homura’s strength gave out, and she fell forward onto Madoka as jet after jet of cum was shot inside her. She was cumming too, her walls clamping down around Madoka’s shaft as her limbs twitched and spasmed.

 

Homura was gasping for air as she lay on top of Madoka. Her eyes were unfocused, staring off into the distance, as she concentrated on the feeling of Madoka’s cum covering her insides. It was hot, warmer than she’d expected, and it felt so good as Madoka filled her up, a seemingly endless stream of cum pouring into her. Even as Madoka’s cum filled, and then flowed out of her pussy, Madoka stayed hard, buried inside her. Homura tried to clench down, to wring another shock of joy from Madoka’s length, but she was too tired, and couldn’t do anything more than let Madoka’s cum and her quim trickle out of her stuffed pussy.

 

Finally, Homura picked her head up from Madoka breast and stared at her. Her normally flat gaze had been replaced with a hungry expression that made Madoka shiver in arousal.

 

“Again?”

 

Madoka blushed, and nodded. She gasped as Homura reached for her.

 

Homura was on the bed, her back pressed against it. Her legs were propped up on Madoka’s shoulder as the pink haired girl drove into her, clutching one leg for support. This time, Homura was playing with her own breasts as she stared at her hips, continually catching a glimpse of Madoka’s cock as it pushed in and out of her. She threw her head back and moaned.

 

“Please, Madoka, more. I want more.”

 

Madoka was willing to oblige, and closed her eyes to better focus on pleasuring her lover. She was starting to wonder just how long she could go for. She didn’t feel tired yet; in fact, her arousal and lust for Homura was only growing hotter and hotter, more so with every stroke. Picking up the pace, Madoka opened her eyes again to stare down at her partner.

 

In a cute display that made Madoka’s heart melt, Homura had turned her head to one side and was biting her finger to stop from moaning. Homura being on top of Madoka, telling her what to do had been amazing. Homura flat on her back, moaning and begging for more, was just as good.

 

Madoka’s fingers dug into Homura’s leg as she pounded her pussy. Her eyes were crossed, staring at some point off in the distance as the feel of Homura wrapped around her threatened to melt her brain. Looking down at Homura, she saw that her small breasts were jiggling with every thrust as the black-haired girl tried not to moan.

 

Shortly afterwards, Madoka came for the third time, again into Homura’s pussy. Collapsing next to Homura, she panted for breath, watching Homura’s chest rise and fall as she did the same. Gathering her strength back, Madoka slid off the bed and pulled Homura’s legs towards her.

 

“Madoka? What are you doing?” Madoka looked up past Homura’s stomach and breasts to her surprised face, staring back down at her.

 

“He he, just wait and see.”

 

Sliding between Homura’s spread legs, Madoka lowered her head. She stared at Homura’s pussy, enflamed and wet. Both her cum and Homura’s quim was oozing out of her, running down her legs and dripping onto the floor.

 

Gathering her courage, Madoka leaned forward and parted her lips. Sticking her tongue out, she gathered up her taste and Homura’s in her mouth. It was… an interesting collection of taste’s. Slightly salty, slightly bitter, warm and sticky. Lots of things tasted better. But none of them would make Homura give her the look she was giving now. Meeting Homura’s gaze, she swallowed. Madoka felt Homura shiver as she did so. That, and the look of awe and lust on Homura’s face, was all the impetus Madoka needed to dive back in between Homura’s legs.

 

As she slowly cleaned Homura’s core up, Madoka’s penis got harder and hotter. One hand dropped down from Homura’s thigh to stroke herself. She whined into Homura’s center as she felt precum build up, but no matter how fast or hard she pumped her hand up and down, she just couldn’t come. Finally, as Homura moaned into a pillow and splattered her face with her arousal, Madoka couldn’t take it anymore.

 

Scrambling back up to the bed, Madoka insisted on trying to rub her new addition against Homura’s breasts. She gotten the idea from visiting some sites late at night, once due to Sayaka’s urgings. Unlike what she saw in those illicit pages, Homura’s chest didn’t wrap around her shaft. While getting a closer look at Madoka’s length was intriguing, overall it wasn’t doing much for Homura either. After a few unsatisfactory thrusts, Madoka gave up, and returned to Homura’s inviting core.

 

A titjob may not have been too exciting for Homura, but her pussy was still wet and ready. Madoka slid right in, and they both moaned. Easily falling back into the pattern, Madoka stood at the edge of the bed, sliding in and out of Homura while leaning forward to kiss her. Homura’s hands were behind her back, clutching her shoulders, scraping her skin, and playing with her hair.

 

Time after time, Madoka came inside Homura. For the first few times, it was inside her pussy, but eventually Homura became too tender down there. The lust hadn’t abated yet in either of them, so they decided to experiment with new positions. Homura discovered she liked the taste of Madoka’s cum, and learned how to give blowjobs. Madoka was in throes of ecstasy over how good it felt to have both her dick and pussy stimulated at the same time.

 

They finally collapsed in exhaustion, Madoka curled up in Homura’s arms. Homura wrapped her arms around Madoka, pulling her close. She couldn’t close her legs; her core was too tender. Madoka’s seed dribbled out of her, staining her legs and bedsheets. Madoka’s frame shook against her as she gasped for breath

 

They were both still naked, and sitting on the edge of Homura’s bed. Homura was looking at the soul gem mounted on the back of her hand. She peered intently at it for a long minute, before turning to Madoka.

 

“You are correct. My soul gem is clearer now.”  
  
Madoka squirmed and pressed her fingers together before asking the question that had been growing in her mind while Homura had examined her soul gem.

 

“So, so do you want to do it again?”

 

“It?” Homura raised an eyebrow as Madoka blushed. “Yes, I would like to have sex with you again. But not now.”

 

“… Oh.” Madoka felt a bit disappointed by that, even though she and Homura had more than satisfied each other.

 

“I’m going to take a shower, and you should as well. Your shower will be after mine,” Homura said in a deadpan voice, almost before the thought had even crossed Madoka’s mind.

 

Homura disappeared behind another hard to see door, and Madoka collapsed onto the bed. Listening to the water running, her thoughts drifted from topic to topic. How soft Homura felt, what she was going to tell her parents, when Homura would want to do it again, how to approach her other friends, what she would have for dinner, and several other semi-related topics. Something she kept returning to was how cute Homura had been when her mask had slipped. The way she’d clung to Madoka and called out her name and… Madoka’s lustful, romantic thoughts were interrupted by an unexpected voice.

 

“Well, that turned out well.”

 

Madoka practically jumped out of her skin as Kyuubey appeared at the foot of the bed. She shrieked and tried to cover herself with some of Homura’s sheets as the creature stared placidly at her.

 

“Congratulations, Madoka Kaname! The experiment was a success! You have almost repaid the initial energy we expended modifying you. Just repeat this a few more times,” it continued, either oblivious or uncaring to Madoka’s discomfort, “and you will completely justify this experiment.”

 

Madoka was too busy trying to cover herself to respond, which Kyuubey took as an indication to continue. As usual, it’s tail was swishing back and forth hypnotically as it spoke.

 

“For your next target, normally, I would suggest Sayaka Miki due to your close relationship with her. However, it’s been suggested that we try something else and see the results of that first.” Madoka had no idea what Kyuubey was talking about, but she didn’t think asking for clarification would get her a straight answer. “It will be waiting for you in your bedroom.”

 

As she walked home, Madoka thought about what Kyuubey’s cryptic comment could mean. Homura and the others had already told her about how difficult it was to get an answer out of Kyuubey if it didn’t feel like answering the question. She’d tried, but had just gotten an endless stream of misdirection’s and obvious half-truths that only stopped when Homura stepped out of the bathroom. At that point, Kyuubey had disappeared, and Madoka had resigned herself to only finding out when she got home.

 

Pausing outside her bedroom door, she listened for any sign of movement. She quietly opened the door and padded inside. Flicking on a light, Madoka’s jaw dropped. There was a strange, naked woman on her bed. She was about the same age and size as Madoka, and was calmly looking at her. She was attractive, in a cold way. She had pale skin, and her hair was even lighter than her skin. As she sat up, her oddly styled hair brushed against the wall. It was in two long tails that hung to either side of her head.

 

Not saying anything, she stared at Madoka with a fixed, amused expression. There was something familiar about her that tugged on Madoka’s memory as she stared at the stranger.

 

“…Kyuubey?”

 

“Hello, Madoka Kaname.”


	2. Kyuubey

Madoka’s back was pressed up against her bedroom door. Her mouth hung open as she stared at the… girl on her bed. The fixed smile she had was creepier on a human face than it was on Kyuubey’s usual body.

 

“…Kyuubey?”

 

“Hello Madoka Kaname.”

 

What Madoka had to think of as the other girl, slid off the bed and landed on her feet. She shorter than Madoka, only coming up to her nose. Her breasts were also smaller than Madoka’s. Peeking out from behind her (and it was a her, as a single glance made obviously clear) back, Madoka could see a slowly waving tail.

 

“Why, why are you here? I mean, why are you looking like a human? Is this your real form?”

 

“Of course not, Madoka Kaname! This host is designed to have sex with you, to see how well you preform without other magical girls!”

 

“You designed it? You can shapeshift?”

 

Madoka was feeling lost at sea, buffeted by the series of bizarre events and revelations. First making her contract with Kyuubey, then finding out she had a penis as a magical girl, then visiting Homura (her face flushed as her mind skipped over what ‘visiting’ meant exactly), and finally coming back home to find this waiting for her.  
  
“Oh no, this host was specially made for interaction with you. My usual host is currently in stasis.”

 

“That isn’t – what do you really look like Kyuubey?”

 

Madoka was starting to feel light-headed, confused by the day’s strange events.

 

Kyuubey didn’t respond, and just stared at Madoka. There was a flash of light and-

 

Madoka shook her head. How had she ended up on the floor? The last thing she’d remembered was girl-Kyuubey and then blue and… Even as she tried to remember, the memory slipped away. Kyuubey was staring at her, her red eyes falsely cheery.

 

“Now that your curiosity has been satisfied, let’s proceed to having sex.”

 

“Right. Sex. With you.” Madoka was rubbing her hands together, trying to figure out how to put it, and wondering what she’d been curious about.

 

“Do you… know how sex works?”

 

“Of course, Madoka Kaname. I have observed humans having sex with each other many, many times over the years. Additionally, I have compiled a list of what humans say to each other during it. This will increase the verisimilitude of the act, and promote relaxation in you.”

 

Madoka thought about what it would be like to have Kyuubey talk dirty to her, with the same unchanging voice and face.

 

“You don’t need to do that. I’m sure I can manage like I normally would.” Madoka squeaked out the words.

 

Taking a deep breath, she stepped closer to Kyuubey. She stared down at the smaller girl and her meaningless smile, and steeled herself. It was still an effort for Madoka to get her hand up to Kyuubey’s shoulder, and even there, it was still shaking. Her stomach felt queasy, but she supposed she owed it Kyuubey to try and have sex with it. With her. Whatever.

 

Triggering her transformation, Madoka turned into her magical girl self. In an instant, the hand she had on Kyuubey’s shoulder was covered with a glove, and her school uniform was replaced with her cute outfit. There was a sudden weight and tightness in her crotch.

 

As cute as Madoka’s uniform looked on her, there was one major problem with it, that was probably unique to Madoka in the history of magical girls. There was no way to get to her penis with it on. The bottom was so poofy and stuffed with material, there was just no way to do anything but rub her penis through an inch of fabric.

 

Sighing, Madoka took the dress off, laying it over the back of a chair. She fidgeted, standing there in her underwear. Part of it was the coolness of her bedroom, part of it was because her underwear was closer to lingerie than what she normally wore, and part of it was due to Kyuubey’s amused stare. Madoka put her hand back on Kyuubey’s shoulder, steeling herself. It was unusual, being taller than someone else who looked like she was the same age.

 

Kyuubey’s skin was warm, warmer than her fur when Madoka had cuddled with it at Mami’s. Normally, Madoka would have thought this was a cute girl, and would have blushed if made to talk to her. Now, knowing what was behind those red eyes, she was substantially less aroused.

 

Or, at least, that was what she was thinking. Her shaft seemed to have a mind of its own, and was brushing against Kyuubey’s belly. Kyuubey snaked a hand down and grabbed it. Her grip was warm and firm. Her small smile stayed in place as she started masturbating Madoka.

 

Unlike with Homura, Madoka didn’t come as soon as someone else touched her cock. It still felt good, Kyuubey’s slender fingers wrapped around her, her belly only inches from Madoka’s dick. Madoka looked into Kyuubey’s red eyes as the smaller girl gave her a handjob.

 

Kyuubey was good at it too, moving her hand up and down in long, slow, firm strokes. Madoka squirmed, held in place by Kyuubey’s grip. Her hands were tangled together as she closed her eyes. With her eyes shut, the feeling in her penis were magnified. It felt good, and she wanted more. Madoka opened her eyes and mouth to ask for more, but Kyuubey preempted her.

 

Kyuubey sank to her knees in front of Madoka, maintaining eye contact all the while. Opening her mouth, she slid her head down Madoka’s length. Madoka gasped. Kyuubey was skilled, far more skilled than Homura. Her tongue was expertly wrapping itself around Madoka’s shaft, applying pressure here and teasing there.

 

Madoka gingerly laid her hands down on Kyuubey’s head. To her relief, the hair felt like hair. She slowly curled her fingers around some locks, right now content with letting Kyuubey set the pace. Kyuubey was moving back and forth slowly and steadily, alternating between looking up at Madoka and closing her eyes.

 

Pleasure was steadily building inside Madoka, though her experience with Homura told her she still had a way to go before she’d be able to cum. While she was still clear-headed enough to think, she decided to ask a question that had been growing in her mind since her walk home from Homura’s apartment.

 

“Kyuubey, how realistic is this? I mean, is this how guys and girls normally do it?”

 

+In many ways, your penis is different from the ones typical human males have. As you may have noticed earlier tonight, it’s sensitivity has been boosted, along with eliminating the refectory period. Also, there is no scrotum. Semen production is part of your magic. Additionally, there are the limits we placed on your ability to orgasm+

 

“Wait, what?” Madoka hadn’t thought too much about the penis that appeared whenever she transformed into a magical girl, but now she was starting to wish she’d asked more questions before forming a contract with Kyuubey. She was also surprised at how much Kyuubey was volunteering unasked.

 

+As a precaution, when modifying your body, we made sure that your penis could only achieve orgasm with other magical girls or me. In this way, you maximize energy gains+

 

Madoka shakily nodded. It was unsettling to hear that presented so clinically, even as Kyuubey’s mouth was wrapped around her penis. Part of her had been hoping that a blowjob would mean Kyuubey would stop talking, but she’d forgotten about the telepathy. Strangely, even the dry, sterile talk was doing nothing to dampen her arousal. Despite hearing all the ways her body had been changed without her say so, her cock was still erect, filling Kyuubey’s mouth.

 

Luckily, Kyuubey stopped talking after that, and Madoka could concentrate on the feeling of her penis in Kyuubey’s mouth. For all that Kyuubey disturbed her, it did feel good. She was soft and warm, and the way her tongue moved around Madoka’s shaft was heavenly.

 

“Kyuubey, I’m going to-!”

 

Madoka tried to pull out from Kyuubey’s mouth, but the smaller girl didn’t let her. Moaning, Madoka came into Kyuubey’s mouth. Even though she’d come at least half a dozen times in the past three hours, the amount she shot into Kyuubey’s mouth was just as thick as the first load she’d spent on Homura’s blouse. That seemed a lifetime ago that she’d showed off her ring and soul gem to Homura, inside the taller girl’s monochrome home.

 

After Madoka finished cumming, Kyuubey let her pull out of her mouth. Staring down at her, Madoka saw the smaller girl press her lips together and swallow several times. Not a single trickle of white escaped her lips as Kyuubey climbed to her feet.

 

Madoka stared at her for a few minutes, trying to decide what to do next. Her penis was still achingly hard, even though it was coated with her cum. The fires of arousal inside her had only been banked by her recent orgasm, not extinguished entirely. Her gaze flickered downward, past the smooth, hairless stretch of skin to where the inhuman girl’s core waited.

 

Madoka pulled Kyuubey onto the bed with her. Kyuubey ended up with her head in Madoka’s lap, one cheek pressed against the pinknette’s length. Staring down at that unchanging face for a minute convinced Madoka that she didn’t want to see it while she was inside Kyuubey.

 

“Could, could you face the wall, please?”

 

“Of course, Madoka Kaname. Is the position called doggy style acceptable to you?” Kyuubey climbed to her hands and knees and faced the wall.

 

Madoka’s gaze was drawn to her heart-shaped ass and her revealed peach. She licked her lips at the sight, before realizing she had to respond.

 

“Yes! Yes it is.”

 

Madoka rested her hands on Kyuubey’s hips, and took a deep breath. Moving her hips forward, she pushed her cock in between Kyuubey’s cheeks. They were soft and springy. Kyuubey actually had a pretty large rear for such a small girl. Madoka grabbed it with her hands, kneading it as her cock slid in and out of the valley formed by the cheeks.

 

There was a devilish temptation to slap those jiggling cheeks and watch them shake. Madoka didn’t, though, for one simple reason. She honestly doubted Kyuubey would have any reaction at all to it, and the whole appeal of doing that would have been to see her partner gasp and squeak.

 

Kyuubey’s core was just as soft and warm and tight and wet as Homura had been. Madoka moaned as she slid in, Kyuubey’s folds parting easily. Madoka managed to bottom out on Kyuubey, her hips sliding all the way forward until they were pressed against the back of Kyuubey’s thighs. With Homura, in the positions they’d tried, there had still been a centimeter of her penis sticking out that the black haired girl hadn’t managed to take.

 

Madoka fell into a familiar rhythm, back and forth, back and forth. She never completely left Kyuubey’s welcoming folds, her lower head always staying inside. After just a few strokes, her cock was completely covered with Kyuubey’s quim. The inhuman girl was actually making some involuntary noises now, gasping every time Madoka hilted herself inside.

 

Madoka’s fingers sank into Kyuubey’s hips. She was picking up speed now, her thighs slamming against Kyuubey’s faster and faster. It was a struggle to drag herself out Kyuubey’s tight core, but the feeling was always worth it. A hand left Kyuubey’s hips to play with her own breasts, fingers rubbing an achingly stiff nipple. Her orgasm was almost in reach.

 

+Would you like the sexually arousing dirty talk now, Madoka Kaname?+

 

And just like that, Madoka’s orgasm was as far away as ever. Her dick didn’t soften, but she also no longer on the verge of cumming. An unbelievably cute scowl settled on her features as she glared at the swaying behind beneath her. Closing her eyes, and wishing she could cover her ears, she redoubled her efforts, thrusting into Kyuubey’s pussy again and again.

 

Moving past Kyuubey’s mood-ruining comments, Madoka felt her arousal building again. Her nipples grew hard again, and she wished there was someone who could touch them, kiss them and fondle them as she slammed in and out of Kyuubey.

 

This time, she managed to cum. Madoka leaned forward, her nose almost brushing Kyuubey’s hair as she moaned, filling the smaller girl up with her cum. Her legs felt weak and shaky, and her penis felt like it was going to explode as it pumped out jet after jet of hot, sticky cum into Kyuubey.

 

Pulling out, Madoka rested for a minute, panting for breath. Her still hard cock, now covered in both her and Kyuubey’s cum, brushed against her stomach with every breath. As she recovered her wits, Madoka stared down at Kyuubey’s crotch. White was trickling out from her flushed labia, slowly sliding down her pale skin

 

Madoka wanted revenge on Kyuubey for almost ruining her orgasm. Pulling out of the white-haired girl, she tugged Kyuubey off the bed. Pushing her to her knees, Madoka sat back down on her bed, and wrapped her fingers in Kyuubey’s locks.

 

Kyuubey willingly and, thankfully, silently, accepted the new position and opened her mouth. Madoka slid right on in, gasping softly as her cock was again sheathed in something warm and wet. She gasped again as Kyuubey’s hands were raised to her thighs, settling there as Kyuubey bobbed her head back and forth.

 

Madoka cried out as she came on Kyuubey’s face. The constant smile was covered by stream after stream of Madoka’s cum. Madoka slumped down on her bed, panting for breath. In front of her, Kyuubey started gathering Madoka’s cum on her lithe fingers, and licking them clean.

 

+What would you like to do next, Madoka Kaname?+

 

“I’d,” Madoka blushed hard, even though she’d already done a lot worse than just talk. “I’d like to try your pussy again.”

 

+Of course. For future reference, you do know there are three orifices commonly used for sexual intercourse?+

 

Madoka blushed even harder, somehow. She knew vaguely knew about anal, entirely from a doujin that turned out to be too racy for her to finish. But actually doing it? Putting herself inside Kyuubey’s ass?

 

“P-people do that? I mean,” Madoka stuttered out, “In real life? And enjoy it?”

 

+It is commonly held to be tighter and more pleasurable than vaginal sex, though it does require more preparation. As the preparatory activities were rarely described as sexually stimulating, the body I am currently using has no need of them+

 

“You mean I can use your ass?” Madoka barely heard the last part of her question, and she was the one who’d said it.

 

+Yes, Madoka Kaname, you can. Or, as the media I have browsed would say,” Madoka had already started flinching, “you can fuck my slutty ass with your big meatstick+

 

Madoka stared at her bedroom wall for a long minute, desperately trying to forget the past five seconds. Failing, she shuddered and looked down at Kyuubey. The Incubator had eaten the last of Madoka’s cum, and was staring up at her. She did have a cute ass, Madoka thought.

 

“Okay. Okay, I’ll try it.”

 

+Excellent. One of the purposes of this host was to determine the most efficient way to generate energy+

 

As she talked, or spoke, Kyuubey crawled up onto the bed with Madoka. Madoka gave the smaller girl a quick look over. Even though they’d been… _going_ for, she checked the clock, almost an hour now, Kyuubey didn’t look all the changed or unruffled. Even the semen trails Madoka had noticed coming out of her pussy had vanished. She decided not to think on it too closely, and watched Kyuubey arrange herself.

 

Kyuubey was laying stomach down on Madoka’s bed, her legs spread and her head cushioned on her arms. Madoka was straddling her thighs, skin pressed against skin as she stared down at Kyuubey’s back and rear. Her hands were slowly rubbing Kyuubey’s ass, spreading the cheeks apart as she looked down. Her penis shared none of her hesitations, as it dripped precum on to Kyuubey’s pale skin.

 

Shifting her hips down and back, she grabbed her cock with one hand to steady it. Slowly sliding forward, she came to a halt as the tip of her lower head pressed against Kyuubey’s star. It was hard to slide in, and her penis slid along Kyuubey’s skin, sliding between her cheeks. Drawing back, Madoka tried again.

 

This time, she slipped inside. Madoka’s eyes crossed at the feeling. It wasn’t half as wet as Kyuubey’s pussy, but it was a lot tighter and just as warm. It was so tight in fact, that it was a struggle for Madoka to move once she was inside Kyuubey’s ass. Tightening her grasp on Kyuubey’s hips, Madoka pushed herself forward, centimeter after centimeter of her dick disappearing until her stomach was pressed against Kyuubey’s rear.

 

As Kyuubey’s passage adjusted to her, Madoka found it easier to fuck Kyuubey, though her ass was still tighter and harder to use than her pussy. It felt good, though not quite the same way a blowjob or pussy felt. It was hard to tell how Kyuubey felt, since Madoka didn’t think she’d really be able to trust anything the white-haired girl said. It could be how she honestly felt, but it could just be calculated to encourage Madoka, or fit in with whatever notions Kyuubey had of romantic talk.

 

Madoka paused, halfway inside Kyuubey’s ass, to catch her breath. After a minute, she started up again. The dead silence Kyuubey had was disconcerting, but Madoka didn’t think listening to her talk would be any better, not after the cringe-inducing attempt she’d heard earlier. Instead, she found her thoughts turning to the noises Homura had made. Her squeaks and groans and soft cries. Finding a new well of arousal, Madoka picked up her pace, closing her eyes as she imagined Homura beneath her again.

 

As Madoka fucked Kyuubey, she found it even better to overlay images of Homura. Homura with that pleading look in her eyes. Homura’s soft touch against her skin. Homura, her face splattered with Madoka’s cum. As Madoka called up images of Homura from just a few hours ago, she found a reserve of lust. Leaning over Kyuubey, she started hammering the girl, really going at it as her bed shook and creaked under the weight and motion of them.

 

The faster she moved, the better it felt. Madoka didn’t know what, if anything, Kyuubey got out of anal, but at the moment, she didn’t care. All she cared about was how good Kyuubey’s ass felt, wrapped around her dick as she fucked the white-haired girl. Her breath was coming in shorter and shorter pants as her cock felt better and better. She felt herself twitch as she buried herself deep in Kyuubey.

 

Madoka’s grip turned Kyuubey’s pale flesh white as she came. She filled Kyuubey’s ass with cum, her load as thick and large as ever. She slowly inched her way out of Kyuubey, finally popping out of her ass. A thin stream of cum followed her dick, running down Kyuubey’s skin, past her labia. Madoka panted, staring at it. A series of images flashed through her mind, gone almost before she finished thinking them. Homura and Sayaka and Kyouko and Mami, all like that. Face down on Madoka’s bed, panting in time with her as her cum trickled out of them onto her sheets.

 

The burn of fatigue was starting to creep up on Madoka. She wasn’t tired, not yet, but the burn in her muscles and her gasping breaths told her she had maybe one more round left in her. It had been a long night, after all. Making her wish, and going to Homura’s apartment, and coming back home… It was enough to wear a girl out. In fact, now that Madoka thought on it, her stamina, all of her stamina, not just the part that was keeping her hard after cumming a dozen times, was obviously part and parcel of being a magical girl.

 

Flipping Kyuubey over, onto her back, Madoka stared down at her. Kyuubey didn’t seem affected one bit by having her holes plundered, the same meaningless smile on her face. Madoka, on the other hand, knew she looked like a mess. She felt sweat dripping from her, especially down her forehead and cheeks. A lock of hair was plastered to her forehead, and her hands slightly quaked as she brushed her palms over Kyuubey’s nipples. Kyuubey tilted her head at that, but didn’t say anything.

 

Madoka spread Kyuubey’s legs apart, giving her better access to her core. Looking down, Madoka gulped at the sight of those sparkling wet folds, ready and waiting for her cock. Her cock twitched in arousal as she slid her hands up Kyuubey’s still, pale thighs. She slowly slid in, Kyuubey’s petals parting without any resistance.

 

The wetness of Kyuubey’s pussy was a welcome change from her ass. Madoka sighed in contentment as she hilted herself inside Kyuubey. Her wet walls squeezed tightly down on Madoka. Surprisingly, Kyuubey actually took a bit of action, and wrapped her legs around Madoka’s waist as the pink-haired girl fucked her. She still didn’t change her expression, or say anything, though Madoka supposed she should be thankful for that. At least her pussy was nice and warm and welcoming.

 

Madoka slowly slid to a halt inside Kyuubey, taking a short break. Half of it was to muster her flagging energy, but the other part was just to enjoy the feeling. Kyuubey, wet, warm and willing, clamped down around her cock. She could, just barely, feel herself drooling precum into Kyuubey. She’d already cum into Kyuubey how many times? Three, four? And she was still hard, though a leaden feeling in her limbs told Madoka that she was almost at her limit. Her cock may still stay hard after cumming this next time, but the rest of her body would be wiped out.

 

“Um, are you enjoying this Kyuubey? I know both people are supposed to feel good.”

 

“Oh yes, Madoka Kaname. The amount of energy we are generating is more than satisfactory.”

 

“That wasn’t what I meant,” Madoka whispered.

 

Shaking her head, she started back again, concentrating on the feel of Kyuubey’s pussy wrapped around her. At least Kyuubey was nice and tight around her. Madoka played with Kyuubey’s breasts, sliding her nipples in between her fingers. They were smaller than Homura’s or Madoka’s, but just as hard, and Madoka enjoyed playing with them just as much. The feel of those small breasts and hard nipples between her fingers was arousing. Not as good as the feeling of Kyuubey’s walls wrapped around her ever more sensitive cock, but still a wonderful feeling.

 

Madoka was barely able to muffle her outburst as she orgasmed inside Kyuubey. Her lungs felt on fire, like she’d just run a marathon. Her limbs were shaking so much she knew she wouldn’t be able to climb out of her bed, or stand up. But it was worth it; cumming felt oh so good. She flooded Kyuubey’s pussy with her cum again. Looking down, Madoka saw her semen leaking out in between her cock and Kyuubey’s entrance.

 

In fact, Madoka could feel her dick finally getting softer and smaller. It shrinking let more and more cum out as she gradually slipped out of Kyuubey’s pussy. Madoka reached down a shaking hand to stroke it, and winced at how over-sensitive it had become. Contact with it no longer felt pleasurable, just painful. Her testicles felt drained dry, and she was having trouble keeping her eyes open.

 

Having cum for the last time, Madoka fell down to her bed, landing half on top of Kyuubey. Her eyes were already fluttering before she hit the bed, and she didn’t even feel Kyuubey shift out from underneath her.

 

Madoka woke when the sun hit her eyes. Blearily sitting up, she stared straight ahead for a minute before the events of last night caught up to her. _Oh God, Homura, and then, and then, Kyuubey_. She dazedly looked around the room. There was no sign of Kyuubey, in any form. Feeling a breeze on her chest, she also realized there were no clothes on her, in any form. A quick check _down there_ showed that her length had vanished as well. Slumping back onto a pillow, Madoka decided she must have detransformed sometime during the night.

 

Jumping out of bed, Madoka hopped over to a dresser, shivering as the cool morning air washed over her. Wiggling into some pajamas, she worriedly looked at her bedroom door. She was trying and failing to think of a way to explain to her parents why she’d been sleeping naked. Luckily, there was no knock on the door, and Madoka crawled back onto her bed fully clothed, breathing a sigh of relief.

 

Madoka grabbed her cellphone from her nightstand. She could have used the telepathy Kyuubey provided, but, since the events of last night, that made her squirm all over at the thought. Unlocking it, she texted Sayaka, asking if it was okay to come over. Getting a ‘yes’ back, Madoka slid out of bed again, and started getting ready for her day.

 

The sun was already above Sayaka’s apartment building by the time Madoka arrived. Her stomach was grumbling, and she wished she’d had breakfast before she left. Maybe she could get lunch with Sayaka, after she showed off her new abilities. Despite knowing what ‘showing off’ probably meant, Madoka resolutely refused to think of Sayaka on her knees in front of hair, blue hair shining- no, she was not perving after her best friend.

 

Sayaka’s mom answered the ringing doorbell. She was wearing a suit and tie, and Madoka remembered how often Sayaka had complained about her parent’s work schedule. She had a steaming cup of coffee in one hand, and a newspaper tucked under her arm. She smiled as she recognized Madoka.

 

“Hi, Miki-mom!” That was a nickname Madoka had given Sayaka’s mother the first time Sayaka had brought her back home, almost a decade ago.

 

“Hello, Madoka dear. You’re up bright and early. Here to see Sayaka?” Madoka nodded. “She’s still in her bedroom. Hasn’t even come out for breakfast yet.” They both smiled, familiar with how sluggish Sayaka was in the mornings.

 

Letting herself in to Sayaka’s room, Madoka gently smiled at the sight of Sayaka sitting at her desk chair, eyes half closed as she stared at the phone in front of her. She perked up as Madoka came in, smiling at her friend.

 

“Sayaka, I have something to show you.”  
  
“I know, Kyuubey told me last night!” Sayaka was fingering her own ring as she talked.  
  
“She did?” Madoka blushed. She had a sneaking suspicion of what she was going to do with Sayaka today, but that didn’t mean she wanted everyone to know beforehand that she was going to use her magical penis on them.

 

“I’m so proud of you. Now that you’re a magical girl, too, all five of us can work together. Come on, show me, show me. He’s a she to you? Well, whatever, right? Who can tell with that little puffball.”

 

Madoka blinked twice, but Sayaka didn’t comment on her surprised look. Apparently Kyuubey had just given the other girls the bare minimum of information. That… was not really a surprise. Well, Madoka had told Homura about her changes by herself, and if she had to do the same with the other Mitakihara magical girls, then that was how it had to be. In a way, she actually preferred it that way, so she wouldn’t have to spend hours or days wondering what Mami or Kyouko thought of her.

 

Madoka held her soul gem out for a momentary inspection. The way Sayaka oohed and ahhed over it was gratifying, and soon enough, Madoka used it to transform. She was becoming used to the way the energy washed over her, enhancing her body and mind.

 

“Oh, you look perfect, Madoka.”

 

Madoka blushed under Sayaka’s praise, and blushed even harder at the thought of what she was about to do. It was absolutely embarrassment, and not anticipation. One hundred percent, all the way. Who’d want to think about Sayaka moaning into a pillow as she was filled up with thick, sticky cum? No one, of course.

 

“I’m not like most magical girls, Sayaka.” She was fidgeting, shifting from foot to foot, half dreading and half anticipating what she was about to do.

 

“Huh? What are you talking about?”

 

Madoka took a deep breath. Sayaka had seen her naked or almost naked plenty of times over the years, but this was a lot more than a bath together or helping with a dress. Grabbing the bottom of her dress in her hands, she raised it up. Sayaka stared at what was revealed.

 

“Oh my god, Madoka. You have a dick.”

 


	3. Chapter 3

**Fighting Entropy-Sayaka**

"Oh my god, Madoka, you have a dick."  
  
Madoka flushed red as she held up her skirt for Sayaka's inspection. Her cock was growing hard as the bluenette stared at. Without even asking, Sayaka stepped forward and wrapped a gloved hand around it.  
  
"When did you get it? No, wait, can you give it to other girls?"  
  
Madoka stared in shock at Sayaka. Her friend was handling this a lot better than Madoka had, and she wasn't sure how she felt about it.  
  
"You, you want a... penis, Sayaka?"  
  
"No, of course not. I want Kyouko to have a penis." She chuckled in embarrassment at Madoka's flabbergasted expression. "You, and Kyouko, and Kyosuke, and me... That would be- fun. Real fun."  
  
She started running her hand up and down Madoka's length. Madoka squirmed as an image lingered in her mind of the people Sayaka had mentioned. The three of them, surrounding a naked Sayaka, as she turned from person to person, paying attention to each one, before they all descended on her in mass.  
  
"Sayaka, you're a pervert."

 

Sayaka flushed, but fired back.

 

“We’ve been friends for how long? And you’re only finding that out now? And hey, I don’t recall any complaints about that _Pretty Cure_ stuff I sent you.”

 

Madoka flushed, as she found she couldn’t meet her friends gaze. Letting her skirt drop, hiding her thing she looked around, trying to think of a new topic for the conversation. Sayaka helpfully obliged.

 

Madoka almost jumped out of her skin when she felt a hand grab her crotch. Sayaka’s grip was rough and unskilled, but sure and arousing. Even through several layers of poofy fabric, it felt good.

 

“Ah, come on Madoka, I want to see more!”

 

Sayaka’s tone was so cheerful, Madoka felt encouraged. Hesitantly drawing her skirt back up, she exposed herself to her best friend again. Even with all of her experience over the past day, it was still an embarrassing positon. She looked away, staring at the sports posters Sayaka had along one wall. She swore she could feel Sayaka’s eyes roving over her body, and knew she could feel Sayaka’s breath puffing against her skin.

 

Then she felt a lot more than Sayaka’s breath. A warm mouth enveloped her rapidly hardening shaft, and Madoka squealed in surprise and embarrassment. Looking down, she saw Sayaka, eyes closed and mouth open. Pulling back, Sayaka licked her lips and winked at Madoka. There was a noticeable flush to her cheeks as well.

 

“Sorry, Madoka, but it just looked so good, I had to have a taste!”

 

“Did Kyuubey say why you got a dick? No, wait you can tell me later. Right now…” she gave an exaggerated leer to Madoka as her hands ran down her friend’s sides.

 

Sayaka scooped Madoka up in a princess carry. This wasn’t the first time she’d done it, or even the sixth, but this time, thanks to her transformation, she actually had the strength to carry Madoka across the room to her bed. Sliding her onto the covers, Sayaka plopped down next to Madoka. Blushing, she leaned in for a quick kiss on the cheek.

 

“Come on, come on, let’s get you out of this,” she leered at Madoka. “I want to see my wife’s body.”

 

Madoka blushed, and hit Sayaka’s shoulder. This just encouraged her friend who laughed, and groped the smaller girl’s chest. Madoka squeaked as Sayaka’s hands ran over her. Madoka just lay there, unable to muster up a response to Sayaka’s groping. It felt good, Sayaka’s strong hands running all over her body, but they were so swift and so rough she was utterly unable to muster the will to touch Sayaka back.

 

Bit by bit Madoka’s magical girl costume was dissembled, left in pieces on the floor and the bed. Finally Sayaka, still clothed in her pajamas, was left sitting above a naked, blushing, squirming Madoka. Her cock was bobbing above her waist, and her nipples were hard little nubs of flesh that pressed against Sayaka’s hands as she cupped her best friend’s small breasts.

 

Her smile turning into a leer, Sayaka inched her hips forward until her crotch was rubbing against Madoka’s shaft. Madoka could feel her friend’s arousal smearing against her as Sayaka shifted back and forth tentatively. She did it for a while, until Madoka was almost ready to ask if they could do something different, if Sayaka wasn’t actually going to let Madoka enter her.

 

A thought obviously struck Sayaka. She pulled Madoka back up so they were both sitting on her bed, legs crossed underneath them. Madoka looked at her friend. She was bubbling in excitement, rocking back and forth as her eyes darted across the room.

 

“What’s wrong, Sayaka?”

 

“Nothing, nothing. But how cool would it be if I transformed too, huh? We could wrap ourselves in my cape, and I know I could take a lot more as a meguca than as a normal human.”

 

Madoka paused to consider it. It was food for thought, and Sayaka’s costume did make her look very dashing. She nodded, ready to see her friend look as good as she could. Sayaka flashed a smile and pulled out her Soul Gem. Holding it in the palm of one hand, she took a deep breath while staring downwards.

 

A bit confused, Madoka followed her gaze. Her friend was staring directly at her hard cock, gently moving from side to side as Madoka fidgeted. Glancing back up at Sayaka’s face, Madoka was surprised, and a bit puzzled, to see a flicker of doubt cross her face.

 

Watching Sayaka stare at her cock, Madoka came to a realization. Sayaka was actually afraid, at least a little. That was the reason for her transforming into her meguca form, and the extended foreplay, and all the other little distractions and stuff she did to prolong the actual act. In a weird way, this actually encouraged Madoka, letting her see past Sayaka’s brave, brash front to the real girl.

 

Reaching out, Madoka grabbed Sayaka’s shoulders. The blue-haired girl’s gaze snapped back up to her face. Before she could say anything, or hide what she was feeling, Madoka looked her in the eyes and spoke.

 

“Sayaka, we don’t have to do this if you’re uncomfortable. We can just watch a movie or-“

 

“No! No, I want this.” As Sayaka spoke, her doubts seemed to be replaced by a look of excitement and determination.

 

“After all, I can’t let the transfer student get one over me, right?”

 

Madoka bit her tongue to stop herself from answering honestly on that. As she did, Sayaka wrapped her fingers around her Soul Gem, and transformed.

 

Sayaka frowned a bit before exploding into light. Madoka had to look away for a minute, and when she turned back, Sayaka had transformed. Unlike her usual outfit, she was wearing her Soul Gem, her cape, fastened on a chain around her neck, and nothing else. Her face was red, but she flipped the cape around herself, showing off to Madoka.

 

“You look beautiful, Sayaka.”

 

She blushed and turned her head, before flopping down onto the bed. She fiddled with her cape for a moment, spreading it out underneath her before looking at Madoka.

 

“Shut up and get over here.” She spread her legs wide in invitation.

 

Crawling between Sayaka’s muscled thighs, Madoka grabbed her friend’s hips. She stared down at Sayaka’s crotch, the tuft of blue hair hiding her treasure. Angling her hips, Madoka pushed them forward, the bottom of her cock sliding along the sheets until it met warm skin.

 

Madoka eagerly thrust forward, but couldn’t get her cock in. It spread Sayaka’s folds, coating her shaft in her friend’s arousal, but it was going up and down, not in and out. Frowning, Madoka grabbed her cock and drew back, ignoring Sayaka’s whines. Then, more slowly, paying attention, her lower head parted Sayaka’s flower. She stopped there, grabbing Sayaka’s hips again and taking a deep breath.

 

She couldn’t believe it. She was inside Sayaka Miki, her best friend since they’d been old enough to talk. And it felt so good. It wasn’t even the physical feeling, there wasn’t enough of her inside to feel much, but knowing who it was with, that made things utterly amazing. Looking down at Sayaka’s flushed, panting face, her large boobs, her toned stomach, and remembering all the times they’d played and laughed together, all of it made Madoka feel better than words could describe.

 

Sayaka looked down the length of her body at where her and Madoka were joined. A flicker of some emotion crossed her face before she looked back up at her friend and nodded. Madoka took a deep breath and pushed her hips forward.

 

Madoka slowly entered her friend, Sayaka’s wet walls parting easily. There was no hymen to block her, Madoka could remember escorting Sayaka to the nurses’ office last year when she’d torn it during P.E. So there was nothing barring her way until she finally hilted herself inside her best friend. She stopped there, muscles quivering as Sayaka clamped down around her.

 

“Oh my god, Madoka.”

 

“Oh Sayaka.”

 

“I never thought, I never, oh god, it feels good.”

 

They babbled over each other, not really listening to each other as they tried to give voice to the complex blend of feelings stirred up inside them. Sayaka was actually the tightest of the three girls Madoka had sex with, undoubtedly all the exercise she put herself through.

 

Sayaka reached up and pulled Madoka down, kissing her as she fell. Madoka eagerly reciprocated, cradling Sayaka’s head in her hands. Their bodies ground against each other, nipples slipping past each other as they writhed in all-consuming pleasure.

 

Madoka squeaked into Sayaka’s mouth as her friend’s nails scored red lines in her back. A quick, awkward pat showed that they weren’t enough to draw blood, but the pain was still surprising, and, frankly, not that welcome.

 

“Sayaka, please don’t do that again.”

 

“Huh? Oh right. Sorry.” She didn’t look too sorry, with the goofy smile playing on her lips, but Madoka felt her fingertips pressed against her back, instead of her fingernails. “It, it all just feels so good I lose control.”

 

Madoka scowled, even though Sayaka had often teased her about how unbearably cute she looked when she did that. It didn’t work this time either, as Sayaka half laughed, half gasped, and planted a sloppy kiss on Madoka’s lips.

 

“Well, ah, I guess I forgive you.”

 

Madoka was only half paying attention to what she was saying. The rest of her attention was concentrated on the wonderful feelings coming from her penis. It was hot, and surrounded by Sayaka’s hot walls, and it seemed like it was throbbing, and every thrust sent a explosion of feelings up her spine and into her brain.

 

“Sayaka, I’m, I’m going to cum!”

 

Sayaka’s hands dug into Madoka’s wrists as she stared up at her friend. There was a large smile on her face as she thrust her hips up against Madoka’s crotch.

 

“Oh, me too, I’m almost- almost there!”

 

Halfway through thrusting back inside Sayaka, Madoka felt the familiar feeling that meant she was cumming again. Her cry was strangled in her throat as she felt herself swell inside her best friend, before cum started to pour out, flooding Sayaka’s pussy.

 

Sayaka almost deafened her, screaming into Madoka’s ear as she came. She writhed underneath Madoka, almost throwing her off as she clamped down around Madoka’s cock. Her own orgasmic cries were more guttural than Madoka’s, a series of ‘guh, guh, guh’ from the back of her throat.

 

By one standard, Madoka and Sayaka only came for roughly ten seconds. By the standard they experienced, it lasted forever, a white-hot stream of transcendent pleasure that almost overwhelmed them. When they finally came back to reality, shaking and panting, they found it much too difficult to talk and just smiled goofily at each other.

 

They both lay there panting for five minutes, Madoka curled up into Sayaka’s side. The warmth and body contact felt nice, and Madoka could feel her friend’s heart beat with her ear pressed against the side of Sayaka’s chest. Her eyes drifted closed, listening to the _thump-thump_. But sitting still, doing nothing, had never appealed to Sayaka.

 

“Hay, Madoka.” Madoka lifted her head to look at her friend. There was a worrying light in Sayaka’s eyes. “Can I see your Soul Gem?”

 

Madoka raised her eyebrows, but nodded. Closing her eyes, she concentrated for an instance, and felt the palm of her hand bob a bit under the weight of it manifesting. Opening her eyes, she stared at the catalyst of her powers. It was beautiful, gold and pink, with ornamentation on the bands holding the actual gem in place.

 

“Okay, and now can you magic away that little nub up top?”

 

Madoka gave Sayaka a considering look, but again, nodded. Pouring a bit of magic into her gem, she saw it shimmer briefly, before the decoration at the top flowed down and melded into the rest of her gem.

 

“Thanks.”

 

Sayaka snatched Madoka’s soul gem out of her hand before she could even blink. She carefully examined it for a minute, while Madoka worried. She trusted her friend with almost anything, of course, but Mami had repeatedly emphasized how important it was to take good care of your soul gem.

 

Her worry only grew Sayaka leaned back on her bed. She slid the hand holding Madoka’s Soul Gem down her body to her crotch. There was still semen and quim leaking out from her slit, Madoka saw. Taking a deep breath, Sayaka slid Madoka’s Soul Gem inside her. They both gasped at once as Sayaka’s folds enveloped Madoka’s Soul Gem.

 

Madoka gasped. The feeling wasn’t like anything she’d felt before. It was like a thousand hands made out of warm water massaging her, inside and out. It seemed centered inside her, just below her chest. It wasn’t exactly sexual, but it was closer to that than any other form of pleasure she’d ever experienced.

 

Sayaka gingerly got off the bed. Standing up, she slowly walked over to her desk, Madoka’s eyes fixed on her swaying rear. Sayaka’s legs were spread far apart, and she was obviously having trouble adjusting to the large egg-sized object inside her. Making it to the desk, she grabbed the chair. Madoka could see that her grip was white as she leaned on it for support, panting for breath after crossing just two meters of distance. She turned her head to grin at a worried Madoka.

 

“Wh-wow, this is, it’s really something, Madoka.”

 

Madoka didn’t trust herself to speak. A weird mix of worry and pleasure was sweeping over her, tying her tongue on knots. Her hands were balled up into fists on her lap, as her gaze was captured by the way Sayaka’s breasts swayed as she fought for breath.

 

The way her cock twitched at that didn’t escape Sayaka’s attentions. After a brief preen, she smiled and unsteadily made her way back to her bed. Watching her walk from the front was just as good as watching her from the rear, Madoka discovered.

 

“Okay, I’ll make sure you feel good too, Madoka!”

 

Sayaka came back over to her bed, and knelt down in front of Madoka. She tugged on Madoka’s legs until the pink haired girl was right in front of her, her legs draped over Sayaka’s shoulders. A strong, firm hand grasped her cock and Madoka had to stifle a moan. She had already grown erect again, seeing her best friend prance about the room naked.

 

Sayaka stared at her friend’s cock from a distance of about three centimeters. She licked her lips, took a deep breath, and kissed Madoka’s engorged lower head. Then she opened her mouth and slid halfway down Madoka’s shaft. Popping back up, she exaggeratedly smacked her lips as she looked at Madoka.

 

“It still tastes just as good, Madoka!”

 

Madoka flushed as Sayaka winked at her. She wanted to cover her eyes, but she also didn’t want to miss a moment of her friend giving her a blowjob. It was a struggle to keep her hands balled up amid the sheets, but she managed to keep them there, instead of running them through Sayaka’s hair, or covering her own eyes.

 

Sayaka was unskilled at giving head, and seemed to think enthusiasm and noise made up for it. She slammed her head up and down on Madoka’s cock, the threat of her teeth scraping along the shaft an ever-present threat. That was a turn-off, but the sounds she made, of flesh hitting flesh and the _gck gck gck_ of Madoka’s cock hitting the back of her throat were a turn-on to the pink-haired girl. All in all, they canceled out, leaving a fairly good source of pleasure. Sayaka wasn’t providing enough pressure to get Madoka off on her own, but the feeling inside her from her Soul Gem was enough to make up the difference.

 

It wasn’t enough to do it quickly, but the slow buildup was just as enjoyable, in its own way. Looking down into those eyes, full of love and friendship was an excellent treat all on its own, Madoka decided. Her cock slowly felt better and better under Sayaka’s unskilled attention, and Madoka could feel her breath coming in shorter and shorter pants.

 

As Sayaka shifted her hips, sending a thrill of sensation through Madoka’s Soul Gem and into her, Madoka finally came. She half groaned, half screamed as her dick pulsed in Sayaka’s mouth and she felt the pressure build.

 

As the first few spurts hit Sayaka’s tongue, she jerked backwards, leaving almost half of Madoka’s orgasm to splatter on her face. Her eyes were wide with surprise as her fingers gingerly touched the cum splattered on her face.

 

Sayaka sat back on her heels, and Madoka watched in awe as she swallowed hard. Letting her mouth fall open to pant for air, she ran her fingers across her face, collecting Madoka’s cum. Gathering it in her fingers, she held her hand up, in front of Madoka’s face. Madoka gulped, seeing the thick white strings hanging in between Sayaka’s fingers. Knowing what her friend wanted, she leaned forward and opened her mouth.

 

Sayaka slid her cum-covered fingers into Madoka’s mouth, going in until the base of her fingers hit Madoka’s lips. Madoka’s tongue swirled around them, licking them clean. She liked the taste of her own cum, she discovered. Thick and salty, it still left a pleasant feeling in her mouth as finished cleaning Sayaka’s hands. To her minor disappointment, there was no cum left on her friend’s face for her to clean.

 

“Do, do you lii _iike_ th- the taste-!”

 

Sayaka couldn’t finish the sentence. Madoka had never seen her looking like this, cheeks flushed, lips parted and eyes wide as she masturbated in front of Madoka.

 

“Ah! Ah! Ah! Oh, _Madoka_!”

 

Sayaka fell forward, one hand buried between her legs and the other clutching her breast as she came.

 

Falling to her side, Sayaka spread her legs as she fought for breath. Madoka could see shiny streaks on her upper thighs from her quim, and her lower lips were parted, split in two from Madoka’s cock, her Soul Gem and Sayaka’s own fingers.

 

“ _Wow_. That’s, that’s quite the feeling Madoka. You’re better, but,” she winked at a flushing Madoka, “I can’t walk around with you inside me, can I?”

 

Standing up, she snaked a hand down her toned stomach, fingers gliding across warm skin. Madoka licked her dry lips at the sight as Sayaka’s fingers brushed past her tuft of blue hair, and then slipped inside. She lustily moaned, making Madoka swallow convulsively. The arousal she had watching her friend was heightened by the feelings continuing to radiate from inside her, warm and soft and fulfilling.

 

Madoka’s eyes were glued to Sayaka’s crotch as her friend reached inside herself to pull out Madoka’s Soul Gem. Eagerly taking it back, she gave it a quick once over. She hadn’t had it long enough to really become familiar with it, but nothing seemed wrong. The merest application of will put the little teardrop back on top. As it returned to its proper place on Madoka’s bare chest, Madoka looked up.

 

“Sayaka, can I have yours now?”

 

Sayaka visibly gulped, but nodded. She plucked it off her stomach, where it had stayed firmly in place all this time. Before she handed it over, she rubbed the clear blue portion with a thumb, frowning.

 

“Huh, I don’t feel anything,” she remarked, putting it Madoka’s hand, “Maybe mine isooohhhh!”

 

Her voice rose several pitches as Madoka clasped her hand around Sayaka’s Soul Gem. Her eyes shot wide open and she took a staggering step towards Madoka and the bed. In her shock, Madoka shifted her grip on the Soul Gem, and the change in stimulus drove Sayaka to her knees.

 

She lay there panting, as Madoka dithered about what to do. Her doubts were stilled when Sayaka rolled her head, revealing a large, dopey smile. One hand was between her legs, making some lewd, wet sounds as her other hand mauled her own breast.

 

“Come on, Madoka,” she whined piteously, “Do it again.”

 

Madoka was bright red in embarrassment, watching her friend masturbate in front of her. But she was a good girl, so she rubbed her thumb along a section. Sayaka gasped, and fell onto her side. Madoka stared in wonder (and lust, embarrassment, and a few other emotions). Sayaka was obviously getting a lot more out of having her Soul Gem played with than Madoka had, and she wondered why. Maybe Homura would let her examine her Soul Gem and…

 

Madoka’s half-formed plans were blown into dust as Sayaka loudly came beneath her. Her gaze snapped back down, to see Sayaka squirming and shaking on the floor, belatedly covering her mouth with a hand to muffle her cries. It was very hot, especially the look on Sayaka’s face, with a slightly parted mouth, flushed cheeks and hooded eyes.

 

Sayaka’s Soul Gem slipped out of Madoka’s limp hand and into her lap as she watched Sayaka cum. Her orgasm lasted for at least half a minute as she shook and screamed on her bedroom floor. Finally, she calmed down, and lay there, eyes wide and chest heaving.

 

Setting the Soul Gem to one side, Madoka helped Sayaka climb into her bed. Madoka could feel her friend’s limbs shaking in her grasp, and fussed around her, propping her head up on the pillow, and rubbing her shoulders. It took a while for Sayaka to recover, her dopey grin finally fading into a quieter look of satisfaction. Eventually, she looked up at Madoka and grinned.

 

“Here, let me try something.”

 

Sayaka hopped off the bed and onto the floor. Walking forward on her knees, she pressed herself up against Madoka’s crotch. Pressing her breasts together, she leaned forward, trapping Madoka’s rapidly hardening cock between them.

 

It took a few minutes and different methods before Sayaka figured out how best to do it. There wasn’t enough boob to really cover much of Madoka’s dick, but Sayaka did her best, squeezing her breasts together and bouncing up and down. Madoka bit her lip, staring down at half of her cock enveloped by soft, wonderful, tits.

 

It wasn’t enough to get her off very quickly though, and Sayaka wasn’t flexible enough to suck her off while she was giving the titjob. She did her best though, and just managed to touch the tip of her tongue to the tip of Madoka’s lower head every time the smaller girl thrust upwards.

 

It wasn’t enough, and, frankly, after all the orgasms Madoka had had in the past day, it was hard to get herself excited over one more so soon after the previous two. Sayaka’s breasts just didn’t feel good enough to keep her going, and the raw thrill from earlier had faded as Madoka became accustomed to Sayaka’s body. Finally, Sayaka sat back on her heels, pouting, as Madoka’s cock slowly went limp.

 

Sayaka climbed up to her bed and threw herself down, narrowly missing Madoka. She sighed in frustration and grumbled to herself for a bit, while Madoka snuggled up to her, laying her head on Sayaka’s breast. After a while, Sayaka started speaking intelligibly.

 

“You know who’d be really good at this?”  
  
Madoka nodded. The same thought had occurred to her.

 

“Mami.”

 

“Mami.”

 

They both sat there in silence, smiling at the thought of Mami’s bountiful bosom and full figure. Madoka’s cock twitched, and Sayaka spread her legs a bit as they imagined Mami in various states of undress. Finally, they left their fantasies and returned to reality.

 

Feeling restless again, Sayaka stood up and paced around the room. Madoka didn’t join her, but did watch the way her body moved with an interested eye. After a few minutes of burning off energy, Sayaka grabbed some tissues and tossed them to Madoka, taking a few for herself. After they cleaned up their cum and quim, Sayaka returned to bed, crawling next to Madoka.

 

Sayaka rested her head on Madoka’s stomach, sprawling out on top of the rumpled sheets. She reached a hand up to stroke Madoka’s leg as she stared at the ceiling. Madoka started in on Sayaka’s hair, undoing the knots and smoothing it back in place.

 

“Okay, I definitely want Kyouko to get a dick.”

 

Madoka spluttered, not sure how to respond the suddenly lewd turn.

 

“You, you do?”

 

“Oh man, Madoka you have no idea how good this felt. You inside of me, stretching me out and feeling the warmth of your body… It was wonderful. It must feel so much better with more people. You and Kyouko and Kyosuke on all sides of me, holding me and hugging me and slipping inside....”

 

It was a vivid image Sayaka was painting, and Madoka wondered who she would want as lovers if she was in Sayaka’s position. Homura, obviously. Those long legs, and beautiful hair, and the way her mask could crack to reveal the panting, needy girl she saw last night… Yes, definitely Homura. And then, yeah Sayaka, for the same reasons Sayaka was including _her_ in her fantasies. And for the third partner… well Madoka didn’t like boys, not like Sayaka did, so she’d take Mami.

 

“How would you want it, Sayaka?” Seeing her confused look, Madoka clarified. “I mean, how would you want…” It was too embarrassing to say directly. “How would you want all of us.”

 

Sayaka smiled and folded her hands behind her head.

 

“Well, it would start with us three, you, me and Kyouko, listening to Kyosuke in a concert. Then we’d have your dad’s cooking, then we’d all go my room” Sayaka licked her lips and stared off in the distance as she got caught up in her fantasy. “We’d all undress each other and I’d kiss each one of you, and…”

 

Madoka closed her eyes and smiled, listening to her best friend describe, in increasingly lewd detail, how she wanted to be debauched. Except for the subject matter, and the stage of dress, it was just how they’d passed countless hours before. As Sayaka described in detail, almost to the point of every thrust and gasp, her gangbang, Madoka snuggled into her side. Maybe she could do something like that for Sayaka’s birthday. Until then, she decided to enjoy the feeling of Sayaka’s bare skin rubbing against hers.

 

Madoka was so lost in contentment, she almost didn’t notice Sayaka talking about how they’d all end up collapsed in bed, limbs entwined with each other as they fell asleep, her three lovers gently kissing her. Even if she hadn’t been paying attention, Sayaka’s elbow to the gut would have brought her back to the real world.

 

“What about you, Madoka? How would you want it to go?”

 

Madoka blushed red, several shades deeper than her hair. Even if she’d already had sex with two thirds of her ideal threesome, there was just no way she could describe it to somebody. She mutely shook her head. Although she laughed about it, Sayaka accepted that Madoka wasn’t ready for it, and let her be. Wrapping Madoka in an one-armed hug, she let silence fall.

 

They both sat there, cuddling each other as they imagined their lovers of choice plundering their bodies. Madoka felt the arousal in her building up again, her nipples hardening, and her dick twitching. Glancing at Sayaka, she saw her friend’s nipples poking up on her full breasts that swayed with each breath. She couldn’t see in between her legs, but they were shifting and rubbing against each other.

 

“Hey, Mado, want to do it again?”

 

Madoka barely managed to finish nodding before Sayaka was on her. Pushing her to the bed, Madoka gasped as she felt hands and lips crawl up her sides as Sayaka maneuvered herself into position. How many more times was Sayaka going to want to have… fun? There was other stuff Madoka had wanted to do today, like _eat_. Then her complaints were swept away as Sayaka kissed her.

 

Waving Sayaka goodbye, Madoka left her friend’s house. Clutching a sandwich in one limp hand, she walked down the front steps, her stance wide and her steps ginger. Slowly walking away, she turned the corner and headed back home. Her thoughts were turned inward. How many times had she cum in the last twenty-four hours? For that matter, quickly checking her watch, how many times had she cum in the last _twelve_ hours?

 

She was so wrapped up in her thoughts that she didn’t hear the footsteps behind her until a heavy hand landed on her shoulder. She almost jumped out of her skin in surprise, and whirled around. Kyouko Sakura was there, a pocky stick in her mouth, and a scowl on her face.

 

“Oi, Pinky, what’s this I hear?”


	4. Chapter 4

**Fighting Entropy-Kyouko**

 

“Oi, Pinky. What’s this I hear?”

 

Kyouko, in full magical girl regalia, was glaring at Madoka. She was aggressively chewing on a piece of pocky, and her spear was whirling about like a wild thing. She looked scary, and Madoka took a step back.

 

“I, I don’t know? ”

 

Kyouko stared at her for a long moment and snorted. She leaned back a bit so she was no longer in Madoka’s face quite as much.

 

“I went over to Homura’s for lunch. She was acting all weird, smiling and shit. Didn’t even say anything about me being there.” She smirked and fluffed her hair. “Well, I turned on the old Sakura charm, and she said _you_ ,” her finger jabbed Madoka in the chest, “Had been over last night. Well,” she smirked, showing the hint of one fang, “I know what _that_ meant.” Madoka blushed. “But then she said you had a dick. You’ve been holding out on me?” She looked Madoka up and down.

 

Then she reached out a hand and grabbed Madoka’s crotch. Madoka _epp_ ed and jumped at that, followed quickly by Kyouko expanding her vocabulary. After she finished swearing, she glared at Madoka.

 

“Where the hell’s your cock, huh?”

 

Madoka couldn’t believe how blunt Kyouko was being, and she spluttered for an answer.

 

“I don’t, it’s only as a magical girl. I don’t have one the rest of the time!”

 

“ _Wow_. You’re that big of a perv, huh? Or maybe Kyuubey is?” Kyouko stared at her for a while before nodding to herself. “Well, let’s see what ya got.”

 

Madoka fingered her ring but didn’t transform. She looked up and down the street. It was empty, but there was no way it would stay like that, not on a weekend afternoon. As Kyouko made a noise if impatience, Madoka looked back at her.

 

“Kyouko, we ca, we can’t do this out on the road!”

 

“Yeah? Why not?”

 

As Madoka struggled to think of how to explain why indecent exposure was bad, Kyouko barked out a laugh and grabbed her hand. Tugging her along, like a puppy, she set off along the street, jogging faster than a human could run.

 

“Fine, ya big wuss. Let’s talk at my place.”  
  
It was a struggle for Madoka to keep up with her, even when she transformed. Kyouko glanced back as they bounded over the rooftops, but didn’t say anything, focusing on making sure she landed correctly. By the time they arrived in the back alley of a hotel, Madoka was bent double, panting for breath. As she recovered, she could feel Kyouko’s eyes roaming over her body.

 

“Man, and I thought Mami had a lot of puffs on her outfit. Yer skirt looks like half a ball of cotton candy.”

 

Madoka liked her outfit, and pink and cuddley. She wasn’t liking Kyouko’s attitude, though, which was much more abrasive than usual. And she really didn’t care for the location, a dark alley with bulging bags of trash and some sort of liquid running past the two of them. Kyouko noticed the look of distaste she had, and guessed at least one of the reasons.

 

“What, you don’t want to fuck in the dirty, smelly, nasty alleyway? Picky picky.” Kyouko kicked open a door, revealing a tiled hallway. “Come on. I’ve got a room on the fourth floor.”

 

Kyouko led Madoka up some flights of stairs, down a much nicer, public, hallway, and stopped in front of door. Madoka didn’t see her use a keycard or anything, just wave her hand over the scanner once. But the door popped open, and Kyouko stepped on through.

 

Following her, Madoka’s neck turned like it was on a swivel. It wasn’t that the hotel room was the height of unparalleled luxury. Her family stayed in places just as nice whenever they went on vacation. But Madoka’s mom was an important executive at a big company. Kyouko wasn’t even sixteen. The difference in spending money was obvious, even to Madoka’s untrained eye.

 

“…How do you pay for this?”

 

Kyouko threw her head back and laughed as she flopped down onto a chair.

 

“Pay? _Pay?_ Oh come _on_ , Mads. I don’t even have the money to _look_ inside these rooms, no way could I legit live in them.”  
  
Although she was sure she knew the answer, Madoka had to ask.

 

“So how do you stay here?”

 

“I don’t. Not for long. A few nights, and I’m off to the next one. Hey, it’s the least of what society owes us for fighting witches.” The way she turned around and stamped her foot made it clear that this part of the conversation was over. “And now, I wanna see your dick.”  
  
Madoka just couldn’t get over how blunt Kyouko was being. She knew the redhead wasn’t the most tactful or considerate girl, but this was an entirely new level of behavior for her. On the other hand, she’d already exposed herself to Homura and Sayaka (and Kyuubey). What was one more person?

 

Taking a deep breath, she raised her skirt, again, showing off her magical endowment to another magical girl, again. Somehow, Kyouko’s wolf whistle of admiration was a lot worse than Sayaka’s shocked approval.

 

“Nice, nice, very nice. You don’t have the biggest dick I’ve seen, but-“

 

Kyouko’s appraisal was cut off by Madoka’s gasp of shock.

 

“What?! How, how many, um, penises have you seen, Kyouko.”

 

“Okay, _maybe_ I haven’t seen any other real cocks, but Mami has a strap-on that’s about the same size.”

 

Madoka wasn’t sure how much more she could take. She’d been dragged to a strange room, been cajoled to expose herself, and now Kyouko was talking about Mami, Madoka’s beloved mentor, showed off sex toys to her. What was next? Homura being from another dimension? Hitomi revealing she loved girls?

 

And Kyouko just wouldn’t. stop. talking!

 

“Oh yeah, Mami’s split open every one of my holes with her bitch-breakers. Nothing quite like those nubs rubbing against yer cunt to set you off, am I right?”

 

Madoka didn’t say anything. Her mouth was hanging open as she stared at Kyouko in horror. How could she talk about such things so openly and carefree?

 

“What, you don’t know? Oh right, it’s because we never told you lot. Yeah,” Kyouko said, laying back on the bed and kicking her booted feet, “Mami fucks me every few days. Fucks me _hard_ ,” she said, winking salaciously at Madoka. “But, hey, I’m always up for some new fun.”

 

“I don’t know…” Madoka was feeling kind of uncomfortable with how Kyouko was acting, and Sayaka had already done a number on her energy for the day.

 

“Ah come on, don’t you want a taste of these?” Kyouko yanked down the top of her red dress, exposing her small, pert breasts, and her Soul Gem nestled in between them. Letting go (but not pulling her dress back up), she swished her skirts. “And Mami’s opened me up. You can have either one, slid on in no problem.”

 

It was a tempting offer, Madoka had to admit. She’d noticed several times how attractive Kyouko was (and how attractive Homura, Sayaka, Mami, Hitomi and most of the other women in her life were), and she’d had repeated experiences showing how good sex felt.

 

Her cock wanted Kyouko, and Madoka fidgeted as she felt it grow in her panties, the cloth confines making it rub against her lower stomach. Her gaze kept on drifting back to Kyouko’s long, bare legs, and thinking of what they’d feel like wrapped around her waist.

 

“Well, I mean, I guess…” Madoka shifted from foot to foot uncomfortably.

 

“Fuckin’ A! So what are you waiting for?”

 

Kyouko didn’t wait for an answer, and reached down to grope Madoka through her skirt. Grabbing the smaller girl’s shoulder in her other hand, she pulled her back until they fell on the bed, Madoka landing on top of Kyouko.

 

Grabbing the back of her head, Kyouko pulled Madoka down for a kiss. Madoka gasped as she felt the taller girl’s fangs poking into her lip. Their breath puffed against each other as Madoka grabbed onto Kyouko’s shoulders. Being pressed against another girl felt so good, the heat, the softness, the smell, it all made Madoka’s head spin.

 

They separated, gasping for breath. Kyouko smiled cockily up at Madoka, obviously pleased with herself. Grinding herself underneath Madoka, she ran her hands up her front, lightly skimming over the white edging and pressing down on the bare skin of her upper chest.

 

“Now how ya feeling?”

 

Kyouko had to know the answer, it was pressing against her crotch, but Madoka felt she had to answer anyways.

 

“I, I, yes.”

 

Kyouko threw her head back and laughed at her disjointed answer. Shaking her head, she kept smiling as she kissed Madoka again. Her hands shifted around to Madoka’s back and grabbed her ass, squeezing it as best she could through several layers of poofy fabric.

 

Breaking for breath, Kyouko sat up, ending with Madoka straddling her lap. The redhead tugged at her sleeves, pulling them off and throwing them to the floor. Tugging at Madoka’s dress, she scowled. Madoka started as Kyouko’s fingers ran over her, searching for straps or buttons.

 

“How the hell do you get this fucking thing off, Pinky?”

 

“Um, you-“

 

Madoka was preempted by Kyouko finding her own way to remove it. As cloth teared, Madoka’s body was revealed to Kyouko. She whistled, looking down at Madoka’s small chest, encased in a pink and white bra. Almost everything below her chest was still hidden by her dress, but Madoka had a feeling it wouldn’t be for long.

 

Kyuko stole another kiss, while grabbing Madoka’s hand. Bringing it up to her own chest, she placed Madoka’s hand against her breast. She moaned into Madoka’s mouth at the feeling of another girl touching her. Madoka pressed her hand tight against Kyouko’s chest. It felt nice, even through her red dress.

 

Breaking the kiss yet again, Kyouko scrabbled with her leggings, as Madoka moved around behind her. Pulling her hair to one side, she kissed the back of Kyouko’s neck as the redhead shifted around. The new position offered even better access to Kyouko’s breasts, which Madoka took full advantage of as Kyouko struggled with her leggings.

 

Every time they changed position, Kyouko tore off another piece of clothing from herself or Madoka, and soon they were both naked. Kyouko was on all fours, with Madoka kneeling behind her, hands grabbing her hips as she stared down at the redhead’s treasure. It looked nice. Drops of arousal were already forming, and her lips were slightly parted.

 

Madoka was shocked when a gentle probing with one finger just slid straight on in. Kyouko sighed in pleasure as Madoka entered her. Her own private explorations had shown her that she tended to need at least ten minutes of foreplay and something to look at before she could fit even one finger in without pain, much less sliding two in without a problem. Just what did those nubs on Mami’s toy look like anyway?

 

As Madoka prepared Kyouko for her cock with one hand, the other caressed her rear. Her cheeks were decently sized, and Madoka could feel the strong muscles shifting underneath them as Kyouko swayed from side to side.

 

After a few minutes of Madoka massaging her rear and plunging into her depths, Kyouko made a spitting noise and turned her head to glare at Madoka.

 

“What are you waiting for, Pinky?”

 

“Huh? You’re ready? Well, okay…”

 

Madoka grabbed her cock and lined it up-

 

“No, not that! I want you to spank me.” Kyouko shook her ass for emphasis. It didn’t have the same effect as, say, Mami doing it, but it still looked nice.

 

“You what?! I, I,” Madoka didn’t know what to say. She’d never even spanked her brother, who was actually young enough to deserve it. “You want this?”

 

“Come on, haven’t I made you mad enough yet? _Hit me!_ I want my ass to be as red as my hair!” Kyouko shook her hips. She didn’t have much back there to jiggle, but she made what she had work.

 

Madoka bit her lip as her cock rubbed against Kyouko’s rear. She could see precum beading on the tip as Kyouko’s body heat radiated off of her. Biting her lip, she hesitantly raised one hand up in the air. She let it fall in an impact that didn’t even make Kyouko’s ass jiggle, let alone satisfy her.

 

“What the fuck was that? I said fucking spank me, not give me a massage! Put some effort into it! You’re a meguca now, there’s no reason to be that fucking weak.”

 

Working up her nerve, Madoka slapped Kyouko harder. The crack echoed through the room, and Kyouko yelped. She shivered, sending her hair flopping over to one side, and making her ass shake.

 

“Again! Harder!”

 

Steeling herself, Madoka started spanking Kyouko in earnest. As she got in the groove, alternating hands and cheeks, she found herself starting to enjoy it, in some small manner. Kyouko’s groans and the sound of flesh meeting flesh echoed throughout the room. Leaning her head to one side, Madoka saw that Kyouko had her eyes closed and her mouth open, lost in the bliss of pain. Madoka was experiencing some pain herself in her hands. They were starting to smart from the repeated slaps, and she wasn’t sure how much more she could dish out.

 

Taking a quick break from spanking Kyouko, Madoka grabbed her cock in one hand. Slowly pushing forward, she entered Kyouko. Coming to a halt deep inside, they both sighed. Other women always felt so good wrapped around Madoka, she could see why the stories her parents didn’t know she knew about talked about it so much.

 

As she started thrusting, Madoka raised her hand to continue spanking Kyouko. As her hand made contact with Kyouko’s ass, she let out a hiss of pain. Kyouko managed to hear it even over her own moan and craned her head to look back at her lover.

 

“What, is your hand getting sore? Goddamnit, I knew I should have stolen some of Mami’s stuff. That flogger would feel good right now.”  
  
Madoka didn’t know how to respond to that.

 

“Or maybe some gags. Oh! And there’s never not a time for handcuffs.”  
  
Madoka _really_ didn’t know how to respond to that.

 

“Here, catch!”

 

Kyouko grabbed one of the pieces of clothing lying on the bed and tossed it at Madoka. Madoka looked at what remained of her dress after Kyouko got done ripping it off her. There were two layers of frills and some lace left, and not much else.

 

“Uh, what do you want me to do with this, Kyouko?”  
  
“Gag me with it, _duh_. Come on, just stuff it in my mouth and make me shut up!”

 

Madoka would never dream of admitting it to someone else, but the thought of having Kyouko stop talking was tempting. As she stared at the piece of cloth, running it between her fingers, Kyouko gave out some more of her own special encouragement.

 

“What are you waiting for? If the blueberry was here, I’d already have her cape shoved in my mouth.”

 

Scowling cutely (not that she had any other way to scowl), Madoka reached forward, the fragment of her dress tight in her hands. Kyouko opened her mouth wide, allowing easy access for Madoka. Slipping it in between her teeth, she struggled for a minute to tie a knot, finally ending up with one that would stay in place so long as Kyouko didn’t make any effort whatsoever to undo it.

 

Leaning forward, Madoka ran her hands up Kyouko’s back and down to her breasts. Cupping them, she sighed in contentment. She held the breasts of four different girl’s now, not counting her own, and she enjoyed every one of them.  
  
“Yeah, yeah, I know my tits aren’t as big as Sayaka’s. You don’t need to rub it in.”  
  
“Small breasts are cute too! I love them just as much as big ones!” And she did, she really did. And not just because Madoka’s breasts were small, but also because of how cute they looked on a girl’s chest, with the nipples always so prominent, and how easy it was to feel their heart beating underneath. Then she realized something more important.

 

“Wait, you shouldn’t be talking!”

 

Kyouko’s laughter was muffled as Madoka redid her gag, tying it more firmly this time.

 

Kyouko felt just as good as Homura, or Sayaka, or Kyuubey. Different, she was much easier to slid in and out of, but still good. The lack of pleasure from her slightly looser walls were offset by how quickly Madoka could fuck her. What would have been a strain, slowly dragging her cock in and out of Homura’s tight, gripping pussy, was a quick series of thrusts for Kyouko, their hips meeting every second.

 

It was at this point Madoka realized how strange her life had become over the past day, since she was able to compare how different girls gave her pleasure. How weird would it get when they all adjusted to how she could help them, and started trying out new things? She had no idea, though she was sure Sayaka already had some ideas.

 

Shaking off her thoughts of the future, she returned to the here and now, were Kyouko’s arms had given out, sending her face down into the hotel bed.

 

Madoka ran the fingers of one hand up Kyouko’s back. Her skin was nice, soft and warm to the touch. Grabbing hold just below the black ribbon, Madoka wrapped her fingers in and around Kyouko’s strands of hair. Picking them up, she gently pulled back until they were almost taut. Then, taking a deep breath, she yanked.

 

They both gasped. Kyouko because she loved the pain, and Madoka because of the way Kyouko tightened around her. Kyouko’s head was snapped back, and Madoka could see her eyes wide open, and an ecstatic expression on her face.

 

“Oh _fuck_. Fuck me, that felt good, Madoka.”

 

Encouraged to find something that satisfied Kyouko’s need to be hurt without hurting herself, Madoka started rhythmically pulling on her partner’s hair. She found that if she timed the pulls to her thrusts, Kyouko tightened up very nicely around her cock.

 

Kyouko progressed from moans to squeals as Madoka continued to fuck her. During one particularly hard pull, her head snapped back far enough for Madoka to see that she was drooling, lost in pleasure with her eyes unfocused, consumed by the feelings racing through her body.

 

Madoka felt the same way. Her nipples were stiff and aching, begging to be touched by a girl’s soft, warn fingers. Her cock felt amazing as she rapidly fucked Kyouko, slamming in and out of her. Her legs were twitching, wanting to be spread out and wrapped around someone.

 

Madoka closed her eyes as she picked up her pace, fucking Kyouko as hard and fast as she could. The taller girl suddenly came, squeezing down around her shaft and biting down hard on her gag to muffle her cries.

 

Feeling Kyouko clench down, and watching her squirm underneath her, was enough to provide the final push for Madoka. Not thirty seconds after Kyouko came, Madoka orgasmed also. Softly crying out, she dug her hands into Kyouko’s sides as her dick emptied itself inside the other magical girl.

 

Cumming felt so good, Madoka just wanted to wrap Kyouko up in a big hug and hold her and love her forever while she put jet after jet of her thick, hot cum into her lover. Only her guess of how Kyouko would react stopped her. Instead, she merely quietly whispered some words of love and encouragement. Kyouko didn’t seem to hear as her body quivered in sublime pleasure.

 

Madoka pulled out of Kyouko and sat on the edge of the bed, trying to regain her breath. Behind her, she could hear Kyouko still squirming in orgasmic aftershocks. As her breathing stabilized, she heard the redhead stop shifting around on top of the sheets, and make a disgruntled sound.

 

Kyouko’s head plopped onto Madoka’s shoulder as strong arms encircled her. Kyouko’s hands quickly went past her stomach and down to her crotch, grabbing at her dick. She started to jerk it as she drew Madoka back against her.

 

“Come onnnn, Mads, don’t tell me you’re tuckered after just that.”

 

“Ha, ha, you’re not?”

 

“Oh please. Mami and I go for hours sometimes. _And_ she makes me squeal a whole lot more then you’ve managed. Sometimes I can’t move afterwards, even after she lets me out of the straps.”

 

Madoka couldn’t begin to imagine what Kyouko’s and Mami’s sessions were like, even with Kyouko’s increasingly lurid descriptions. What little she knew about bondage and that sort of thing didn’t seem to mesh with the beloved older teen who fed her and Sayaka homemade cake when they visited, or the cocky, hotheaded girl who was constantly sparring and flirting with Sayaka during training.

 

Madoka let Kyouko rearrange the two of them, ending with her on top, and the gag back between Kyouko’s teeth. As Madoka sat up, sandwiched between Kyouko’s legs, she gasped. Kyouko looked so beautiful like this. Her full, needy eyes staring up at Madoka, her toned body underneath her, those strong arms wrapping themselves in the sheets to immobilize them. And down, past her abs and little bush of hair, was Kyouko’s sweet, beautiful pussy. She was so beautiful, and she was trusting all of herself to Madoka.

 

Madoka had to stop for a minute, waiting for the rush of emotions to finish washing over her. Kyouko’s muffled exhortations to get on with it brought her back to reality fairly quickly. Shaking her head to clear it, she grabbed Kyouko’s hips. The taller girl whined and thrust her hips upward, eager to start fucking again.

 

Madoka inched herself closer, so that her newly hard cock was brushing against Kyouko’s skin. Gently sliding against her lower lips quickly coated her shaft in Kyouko’s arousal. Kyouko made a muffled grunt every time Madoka’s cock brushed against her clit, the little red nub peeking out from underneath its hood of skin.

 

After a few minutes, Madoka was ready to begin in earnest. Slowly guiding herself into Kyouko’s pussy, she sighed as she entered. The redhead felt just as good as last time, her warm, wet walls easily parting before Madoka. Settling into a rhythm after a few strokes, Madoka turned her attention to Kyouko’s breasts. She’d played with them last time, but now she had the chance to really do justice to them, and to see the expressions on Kyouko’s face as she explored her lover’s chest.

 

Kyouko’s back arched as Madoka laid her hands on the redhead’s chest. She tried to say something through the gag, but Madoka couldn’t understand her. Madoka brushed her thumbs over Kyouko’s nipples as she kept on fucking her, the nubs of flesh easily hardening underneath her hands. To her delight, Kyouko’s whole body shivered as she did so, and the look on her face grew desperate and flushed.

 

Madoka’s own nipples were jutting out from her chest, although the light breeze of air coming from the room’s A/C was maddingly insufficient when it came to providing the stimulation Madoka needed. She darted a hand up to cup her own breast, ignoring Kyouko’s whine of disappointment.

 

Playing with her breasts felt good, but her cock felt _really_ good, and touching Kyouko’s chest felt sort of good. Placing her hand back on Kyouko’s breast, Madoka slammed deeper into Kyouko’s crotch for a bit. Then, taking a deep breath, she grabbed Kyouko’s nipples and pulled down on them.

 

Kyouko threw her head back and screamed, almost deafening Madoka even with the gag. For a moment, she clamped down as hard as Homura around Madoka’s dick. Madoka’s voice joined Kyouko’s as they both shook in the rush of feeling.

 

Letting go of Kyouko’s nipples, Madoka counted to ten while fucking her. Then she grabbed Kyouko’s chest again, and pulled, just as hard. Somehow, Kyouko squeezed down even tighter around her.

 

It only took a few more repetitions for them both to cum. Kyouko babbled out something as she came, though Madoka couldn’t understand it. Her attention was devoted to her own orgasm, filling Kyouko’s pussy up with her seed, streams of hot cum flooding the meguca’s cunt. She was so hot and warm and tight right now, Madoka wasn’t able to dream of fucking anybody else. Finally, their orgasms ended, and Kyouko fell out of Madoka’s arms.

 

Kyouko was lying on her side, her legs spread apart to reveal Madoka’s white cum dripping out from between them. She smiled up at the pink haired girl, her small chest still shaking as she caught her breath.

 

“Hey, hey Madoka. Don’t you think I’ve been a bad girl?”

 

Madoka didn’t. She thought Kyouko had been an unruly girl, but that wasn’t the same as being bad. She suspected that wasn’t what Kyouko wanted to hear, though, and remained silent.

 

“Yes I have been. You need to punish me some more.”

 

As Kyouko crawled over to her, Madoka wondered how long this punishment would have to go on for.

 

Kyouko was snoring, one fang cutely poking out of her mouth. Madoka wasn’t sure how she had managed to fall asleep like that. In her position, Madoka was sure she wouldn’t have been able to relax even a bit. Kyouko was face down in the rumpled bedsheets, her body lying across Madoka’s laps. Her legs were spread, letting Madoka get a good glimpse of her wet folds and the grool running out of them and onto her own legs.

 

Madoka gingerly ran a fingertip up Kyouko’s inner thigh and circled around her lover’s center. Kyouko shifted slightly in her sleep as Madoka drew her finger in between her folds, but quieted back down. Madoka ran her fingertip up to Kyouko’s ass, which, after a lot of time and effort, Madoka had managed to turn the same bright red shine as Kyouko’s hair. Unfortunately, the same had happened to her hands.

 

It had taken a long while to tire Kyouko out, spanking her with one hand and diddling her with the other. Normally (not that Madoka had any real life experience with normal in this situation) this would have just been a prelude to a hard, vigorous fucking. But, her poor cock had been used far too much in the past day.  Over a dozen orgasms had left unresponsive, even when Kyouko tried to give a blowjob. Finally, she given up in frustration, and flopped across Madoka’s lap, demanding to be spanked.

 

After reaching her third orgasm, she’d fallen asleep soon after, as Madoka rubbed her head and stroked her thighs. Now she was gently snoring, and Madoka’s legs were starting to cramp. Sliding out from underneath the redhead, she arranged Kyouko in the bed, making sure not to drag cloth over her still burning rear. Standing up, Madoka looked around for the bathroom. She needed to shower, and then see what else the day had in store for her.

 

Madoka stumbled down the hotel corridor like one of the living dead. Even though her pussy had never been touched, she still felt much too sensitive down there to keep her legs closed. Stumbling down the hallway and into an elevator, she leaned against the wall and yawned. She’d never imagined she could feel this tired, not even when she, Sayaka, and Hitomi had stayed most of the night on sleepovers. All of her remaining energy had been drained out of her in the shower, feeling the hot water running over her skin. Nothing sounded better to her than bed right now, and she was shocked to see the sun still hanging above the city when she staggered out of the hotel lobby.

 

Staggering down the street, Madoka slumped down onto a convenient bench. She gingerly rubbed her thighs, her fingers pressing into her skin, through her skirt. Her seemed wonderful. Sure, she’d been in four different ones so far in less than a day, but, right now, the attraction her bed held over all others was that she could curl up, go to sleep, and not wake up until tomorrow afternoon.

 

Her phone buzzed. Pulling it out, she winced at the number of texts that had come up since she’d left the house earlier today. Firing off an apology to Hitomi for missing their study session, she then pulled up a text from Mami. _Madoka. Please come here immediately._ Swallowing, she sent an emoticon back in agreement. She had a pretty good idea of what Mami wanted to talk about, but it wasn’t as if she could avoid her forever. Sending off another text to her parents, telling them she’d be having dinner with a friend, she stood back, and headed for a bus stop.

 

Twenty minutes later, Madoka was knocking on Mami’s door. After a muffled ‘Come in!’, she entered and closed the door behind her. Stepping into the main room, she stopped dead. Mami was there, in her meguca raiment, and outright glaring at her.

 

“Mami?”  
  
“What have you been doing to my juniors, Kaname-san?”

 

In the blink of an eye, Madoka was tied up with yellow and red ribbons. There was a large lock in the center, above her chest, and her feet couldn’t touch the ground.

 

“I was talking to Miki-san about training, and what she told me…” Mami shook her head disapprovingly. “I couldn’t believe it. But then Kyouko-chan called, and told me all about how you _viciously_ abused her for your own pleasure.” Madoka couldn’t believe it either.

 

“Now the question is, what should I do with a junior who attacks her teammates? I think some _discipline_ is in order.”

 

Mami licked her lips and Madoka realized what kind of ‘discipline’ she meant. She swallowed nervously, wondering if she should let it happen. Finally, she jerkily nodded.

 

“I, I think so too,” she said in a voice barely above a whisper. “Will you help me, Mami-san?”

 

Mami’s smile grew even bigger at that, and she tugged Madoka closer to her. Grabbing Madoka’s rear, she whispered into her ear.

 

“That was the right answer, Madoka-chan.”

**Notes for the Chapter:**

> A commission for HeWhoWasMarduk


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